Business SearchEye Deal

Business SearchEye Deal

Effective Date:

Parties

Recitals

WHEREAS, Client Name: seeks targeted business intelligence, market screening, and lead-identification services (the "Services");

WHEREAS, Service Provider Name: possesses technical expertise, data-sourcing capabilities, and analytical personnel necessary to perform the Services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Services and Client will pay for such Services.

Scope of Work

Provider shall perform the Services described below. The Services shall include, at minimum, data identification, verification, curated lead lists, research memos, and recommended engagement targets as further specified in the Deliverables section.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes and reimbursable out-of-pocket expenses unless otherwise stated.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or which by its nature should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly known, rightfully received from a third party without an obligation of confidentiality, independently developed without use of the other party's Confidential Information, or required to be disclosed by law.

The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall limit disclosure to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein. The confidentiality obligation shall survive termination or expiration for a period of years.

Intellectual Property

Except as expressly provided below, Provider retains ownership of its pre-existing methodologies, tools, data sources, and other intellectual property. Client shall receive a non-exclusive, non-transferable license to use final deliverables for its internal business purposes upon payment in full. Special terms governing ownership of custom datasets, source files, or models must be specified below.

Client obtains full assignment of intellectual property rights in deliverables upon full payment and execution of a separate assignment document.

Data Protection and Use

Provider shall process personal data only on documented instructions from Client, implement appropriate technical and organizational measures to protect personal data, and assist Client in responding to data subject requests. Each party agrees to comply with applicable data protection laws in performing its obligations.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability for bodily injury or a party's indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to 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 conflict of law principles. Exclusive venue for disputes shall be in state or federal courts located within that State.

Entire Agreement and Amendments

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above. 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 to an affiliate or in connection with a sale of substantially all assets or capital stock.

Signatures

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