Business Information Services Document

Business Information Services Agreement

This Business Information Services Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of collecting, analyzing, and delivering business data, reports, analytics and related information services; and

WHEREAS, Client desires to retain Service Provider to perform certain information services described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the business information services described in detail below. Services shall include the collection, processing, analysis, and delivery of data reports and any ancillary consulting agreed in writing.

2. Payment Terms

Client shall pay Service Provider the fees set forth in this Section in consideration for the Services. Unless otherwise agreed in writing, all fees are stated in U.S. dollars and are exclusive of taxes.

Invoices will be issued in accordance with the payment schedule. Unless otherwise agreed, invoices are due within days of receipt.

All past-due amounts shall accrue interest at the rate set forth above and Client shall be responsible for reasonable costs of collection, including attorneys' fees, if applicable.

3. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

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 if such breach remains uncured for thirty (30) days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable commitments incurred in performance of the Services.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by a disclosing party to a receiving party, whether disclosed orally or in writing, including but not limited to reports, analyses, software, algorithms, customer lists, pricing, trade secrets and business plans. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not use Confidential Information for any purpose other than performance of this Agreement, and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party shall take commercially reasonable measures to protect the confidentiality of disclosed information.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice and reasonably cooperates in any effort to obtain confidential treatment or protective order.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as they retain trade secret protection under applicable law.

5. Data Use and Intellectual Property

Service Provider retains ownership of all methodologies, algorithms, software, templates and tools used in performing the Services and all intellectual property rights therein. Client is granted a non-exclusive, non-transferable license to use delivered Reports for Client's internal business purposes only, subject to confidentiality and payment obligations herein. Any third-party data or licensed datasets provided to Client remain subject to the original licensor's terms and conditions.

6. Limitation of Liability

Except for breaches of confidentiality or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

8. Entire Agreement

This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, in each case to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, or agency relationship.

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