Business Information Delivery

Business Information Delivery Agreement

This Business Information Delivery Agreement (the Agreement) is entered into on by and between the parties identified below.

Recitals

WHEREAS, Provider possesses certain non-public business records, data, analyses, and related materials (collectively, Business Information) necessary for Recipient's internal evaluation, strategic planning, or operational implementation; and

WHEREAS, Recipient desires to obtain and Provider agrees to deliver specified Business Information subject to the terms, conditions, restrictions, and payment obligations set forth in this Agreement; and

WHEREAS, the parties intend that Recipient's use of the Business Information be limited and that Provider's confidential interests be protected in accordance with this Agreement.

Scope of Work

Provider shall prepare and deliver the Business Information described below and perform the delivery obligations described in this section. Deliverables shall be provided in a format mutually agreed by the parties unless otherwise specified below.

Delivery Schedule

Delivery Date:   Delivery Method:

Payment Terms

Recipient shall pay Provider the fees set forth in this section in consideration for Provider's delivery of the Business Information.

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, Recipient shall pay interest at a rate of percent per month (or the maximum permitted by applicable law, if lower), plus reasonable costs of collection.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of such breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any information disclosed by Provider to Recipient that is marked confidential or that, by its nature, should reasonably be understood to be confidential, including but not limited to business plans, financial data, customer lists, pricing, forecasts, and non-public analyses.

Recipient agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the purposes set forth in this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Recipient shall be liable for any unauthorized disclosure by its representatives.

The obligations in this section do not extend to information that: (i) is or becomes publicly available without breach of this Agreement by Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of Provider's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided Recipient gives Provider prompt notice and cooperates to seek protective measures.

Information to be delivered includes personal data or other regulated data requiring special handling

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that, to the best of its knowledge, delivery of the Business Information and Recipient's use thereof in accordance with this Agreement will not infringe any third-party intellectual property rights.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the Confidentiality provisions, neither party shall be liable to the other for consequential, incidental, indirect, or punitive damages. Provider’s aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the selected jurisdiction unless otherwise agreed in writing.

Entire Agreement

This Agreement, including all attached exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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