Business World Updates

BUSINESS WORLD UPDATES

This General Business Agreement (the "Agreement") is entered into as of Effective Date:

Client Name:    Provider Name:

Recitals

WHEREAS, Client desires to receive regular business intelligence, editorial summaries, market alerts, and industry updates (collectively, "Updates") concerning specified sectors and entities described in the Scope of Work; and

WHEREAS, Provider possesses the personnel, systems, and editorial capacity to prepare and deliver such Updates and is willing to provide these services to Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, term, and other mutual covenants applicable to the provision of Updates.

Scope of Work

Provider shall prepare and deliver Updates to Client as described below. Updates shall include written summaries, data extracts, and periodic analyst commentary as agreed between the parties.

Delivery and Acceptance

Provider will deliver Updates by the delivery method specified below and Client shall have a period of five (5) business days following delivery to review and notify Provider in writing of any material nonconformity. Provider shall use commercially reasonable efforts to correct any material nonconformity at Provider's expense within a commercially reasonable time.

Payment Terms

As consideration for the Updates and services provided under this Agreement, Client shall pay Provider in accordance with the following terms:

Invoices shall be issued in accordance with the Payment Schedule. Except as otherwise provided in this Agreement, Client shall pay undisputed amounts within thirty (30) days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes imposed on the transactions contemplated by this Agreement, except for taxes based on Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within the applicable cure period specified elsewhere in this Agreement, or, if no cure period is specified, within thirty (30) days after written notice. In addition, either party may terminate without cause upon prior written notice to the other party given at least days prior to the effective date of termination.

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination, and Provider shall deliver to Client all unreleased Updates completed to the effective date of termination, subject to payment of any outstanding fees.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, unpublished Updates, business plans, financial information, and client lists.

The receiving party shall: (a) not use Confidential Information except for performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees and contractors with a need to know and who are bound by written confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice.

Warranties and Disclaimers

Provider warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Client acknowledges that Updates may be based on third-party sources and that Provider does not guarantee the accuracy or completeness of third-party information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved as provided herein.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The waiver by either party of a breach of any provision shall not operate as a waiver of any other breach.

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