Business Local Stats

BUSINESS LOCAL STATS AGREEMENT

This Business Local Stats Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a local business or collects local market information and desires periodic statistical reports and analytical summaries of local market conditions, customer activity, and other local metrics (collectively, "Local Stats"); and

WHEREAS, Provider represents that it has the expertise, personnel, and systems necessary to collect, aggregate, analyze, and deliver Local Stats and related deliverables to Client in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for the services described above in accordance with the following terms. All amounts are payable in lawful currency of the jurisdiction specified under Governing Law below.

Invoices are due as set forth in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee and Provider may suspend delivery of further deliverables if invoiced amounts remain unpaid for more than days after invoice date, provided Provider gives notice of intent to suspend and an opportunity to cure.

TERM AND TERMINATION

Term Commencement: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon providing written notice no less than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days following written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public information marked or reasonably understood to be confidential ("Confidential Information") disclosed by the other party in connection with this Agreement. Provider shall use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information. Notwithstanding the foregoing, Provider may disclose Confidential Information to subcontractors under written obligations of confidentiality consistent with this Agreement.

DATA USE, ACCURACY, AND LICENSE

Provider will collect and aggregate local data from sources agreed in writing and will use commercially reasonable efforts to ensure accuracy. Client acknowledges that statistical reports are estimates and may contain variances; Provider does not warrant that reports are error-free or suitable for regulatory compliance unless expressly agreed in writing.

Provider grants Client a non-exclusive, non-transferable license to use the delivered Local Stats and reports for Client's internal business purposes. Provider retains ownership of all underlying methodologies, algorithms, and compiled datasets created by Provider independent of Client's Confidential Information.

Consent to aggregated reporting: Client consents to Provider including Client's anonymized data in aggregated industry-wide or geographic reports provided that no personally identifiable information or directly identifying business attributes are disclosed.

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 law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and other communications, whether oral or written. No amendment is effective unless in writing signed by authorized representatives of both parties.

CONTACTS FOR NOTICES

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