Business Report Viewer

BUSINESS REPORT VIEWER AGREEMENT

This Business Report Viewer Agreement (the Agreement) is entered into by and between Provider Name: and Viewer Name: . The effective date of this Agreement is Effective Date: .

WHEREAS

WHEREAS, Provider prepares, compiles and maintains proprietary business reports, analyses and related data (collectively, the Reports); and

WHEREAS, Viewer desires limited access to certain Reports for the Permitted Purpose described herein and Provider is willing to grant such access subject to the terms and conditions of this Agreement.

REPORT DETAILS

SCOPE OF WORK

Provider will grant Viewer a non-exclusive, non-transferable, revocable right to access and view the Reports strictly in accordance with this Agreement and solely for the Purpose of Viewing specified above. Viewer shall not use the Reports for any commercial redistribution, resale, or competitive analysis outside the Permitted Purpose without the prior written consent of Provider.

PAYMENT TERMS

Viewer shall pay Provider the fees for access to the Reports as set forth below. Unless otherwise agreed in writing, all fees are due in U.S. dollars and are non-refundable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period (days): days prior to the effective date of termination. Provider may immediately suspend or terminate access without notice for material breach, including unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Provider to Viewer, whether in written, electronic or oral form, including Reports, analyses, methodologies, source data, pricing, financial projections and client lists. Viewer shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those of its employees or contractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely for the Purpose of Viewing.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Viewer; (ii) was rightfully in Viewer’s possession prior to disclosure by Provider; or (iii) is independently developed by Viewer without reference to the Confidential Information. If Viewer is required by law to disclose Confidential Information, Viewer shall provide Provider prompt written notice (to the extent legally permitted) and reasonably cooperate with Provider in any attempt to obtain confidential treatment or a protective order.

Individual    Corporation / Company    Other

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that the state and federal courts located in that jurisdiction shall have exclusive venue for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

REPRESENTATIONS AND WARRANTIES; REMEDIES

Each party represents that it has full power and authority to enter into this Agreement. Viewer acknowledges that breach of the confidentiality obligations may cause irreparable harm to Provider for which monetary damages may be inadequate, and Provider shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

ACKNOWLEDGMENT

By signing below, Viewer acknowledges receipt of the Reports described above (if delivered) and agrees to comply with the terms of this Agreement. Viewer further certifies that the information provided in this form is true and complete to the best of Viewer’s knowledge.

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