Business Information Solutions

BUSINESS INFORMATION SOLUTIONS SERVICE AGREEMENT

Parties

This Service Agreement (the "Agreement") is entered into as of between:

Recitals

WHEREAS, Provider is engaged in the business of delivering business information solutions, including data aggregation, analytics, reporting, and related consulting services;

WHEREAS, Client desires to obtain certain services from Provider to support Client's business operations and Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to define the scope, compensation, confidentiality obligations and other key terms governing the relationship between them.

1. Scope of Work

Provider shall perform the services and deliver the deliverables described in the Scope of Work below (the "Services"). Provider will perform the Services with commercially reasonable skill and care in accordance with generally accepted industry standards.

Acceptance Criteria: Client shall have days from delivery of each deliverable to provide written acceptance or identify defects. If Client does not provide timely rejection, the deliverable shall be deemed accepted.

2. Payment Terms

Compensation: As full compensation for the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule.

Invoicing and Payment: Provider will submit invoices in accordance with the payment schedule. Payments are due within days of Client's receipt of an accurate invoice. Late payments shall accrue interest at per month (or the maximum permitted by law), plus reasonable collection costs.

Expenses: Reasonable, pre-approved out-of-pocket expenses shall be reimbursed by Client upon submission of receipts. All fees are exclusive of applicable taxes, which Client shall pay unless Client provides a valid exemption certificate.

3. Term and Termination

Term: The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, data, software, methodologies, and trade secrets.

Obligations: Each party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) protect the Confidential Information with reasonable care, but in no event less than a reasonable standard of care.

Exclusions and Required Disclosures: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or that is lawfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the other party to seek protective measures.

Return or Destruction: Upon termination or request, each party shall return or destroy Confidential Information of the other party and certify in writing that it has done so, except that Provider may retain one archival copy in its records subject to confidentiality obligations.

5. Intellectual Property

Ownership: Provider retains all right, title and interest in and to Provider's pre-existing materials, tools, methodologies, software and know-how. Subject to Client's payment in full for the Services, Provider assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement, excluding any pre-existing Provider materials and open-source components.

License: To the extent Provider retains any proprietary elements incorporated into a deliverable, Provider hereby grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use such elements solely as embedded in the delivered work product.

6. Warranties; Limitation of Liability

Warranties: Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the nonconforming Services or, if Provider cannot re-perform within a reasonable time, a refund of the fees paid for the deficient Services.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations of liability set forth above. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense and settlement thereof.

8. Governing Law; Dispute Resolution

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.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within 30 days, disputes shall be submitted to mediation prior to any court proceeding, except that either party may seek injunctive relief to protect its Confidential Information or intellectual property.

9. Miscellaneous

Entire Agreement: This Agreement, including any exhibits and accepted statements of work, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to an acquirer of substantially all the assigning party's assets or business to which this Agreement relates.

Amendments: Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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