Business InfoTrack Document

Business InfoTrack Document

This Business InfoTrack Document (the "Agreement") is entered into as of between the parties identified below.

Parties

Recitals

WHEREAS, Client requires business information tracking, data aggregation, and related advisory services for its operations, and desires to engage Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel and systems necessary to provide the services described in this Agreement and agrees to perform those services in a competent and workmanlike manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, payment and confidentiality of the services to be provided.

Scope of Work

Service Provider shall perform the services described below and in any attached statements of work. The description below constitutes the initial scope; changes shall be governed by the Change Control provisions in this Agreement.

Payment Terms

Client shall pay Service Provider for the services rendered in accordance with the terms below. Fees are exclusive of applicable taxes unless otherwise stated.

All invoices shall include reasonable detail of work performed. Client's failure to timely pay undisputed amounts shall entitle Service Provider to suspend performance upon ten (10) days' prior written notice and to recover collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or a party's cessation of business shall be effective immediately upon written notice.

Upon termination, Service Provider shall invoice for all services performed through the effective date of termination and Client shall pay for all undisputed work performed. Each party shall promptly return or destroy Confidential Information of the other in its possession in accordance with the Confidentiality provisions below.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, software, data and technical information.

Receiving party shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without obligation; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent required.

Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any statements of work or addenda executed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Notices under this Agreement shall be in writing and delivered to the addresses provided above.

Acknowledgments

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that execution of this Agreement is binding upon the party they represent.

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