Business Stats Document

BUSINESS STATS DOCUMENT

This Business Stats Document (the Agreement) is made between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

WHEREAS

WHEREAS, Client operates a business that requires periodic collection, analysis and reporting of commercial metrics and statistical summaries relating to Client's operations; and

WHEREAS, Provider possesses expertise, personnel and systems for collection, aggregation and delivery of business statistics and has agreed to provide such services to Client under the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the scope, delivery, payment and confidentiality of such statistics.

PARTY CONTACTS

SCOPE OF WORK

Provider shall collect, process, aggregate and deliver business statistics reasonably described below and in accordance with the specifications and schedule set forth herein. Provider's obligations include data ingestion, validation, aggregation, analysis and delivery of reports in the agreed format.

DATA ITEMS

Provider will include the following data elements in delivered reports (select all that apply and add others as needed).

PAYMENT TERMS

As consideration for the services described herein, Client shall pay Provider in accordance with the schedule and amounts set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Provider shall invoice Client according to the Payment Schedule. Unless otherwise agreed in writing, invoices are due within thirty (30) days of receipt. Disputed amounts must be raised in writing within ten (10) days of invoice receipt and do not relieve Client of obligation to pay undisputed portions.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least Notice Period (days): days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for fifteen (15) days following written notice.

CONFIDENTIALITY

Each Party acknowledges that in performance of this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each Party shall (a) use Confidential Information solely for performance of its obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, or that is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

DATA OWNERSHIP; USE RESTRICTIONS

Client retains all right, title and interest in and to Client's raw data. Provider retains ownership of Provider's pre-existing tools, methodologies, models and aggregated non-identifiable analytics. Provider grants Client a non-exclusive, non-transferable license to use delivered reports for Client's internal business purposes. Provider will not sell, license, distribute or otherwise disclose Client-specific data or report content to third parties except with Client's prior written consent or as required by law.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Each Party represents that it has authority to enter this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Client agrees to indemnify, defend and hold Provider harmless from claims arising from Client-provided data, Client's use of the reports in violation of this Agreement, or Client's breach of applicable laws.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration in the governing state under the rules agreed by the Parties.

ENTIRE AGREEMENT

This Agreement (including its attachments and exhibits, if any) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information listed above or to such other address as a Party may designate in writing. Notices are effective upon receipt.

Sign Now