Business Yield Database

BUSINESS YIELD DATABASE AGREEMENT

This Business Yield Database Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider curates, compiles and maintains a proprietary database of business yield metrics, performance indices, and related analytics (the "Database") for commercial licensing and analytical use; and

WHEREAS, Subscriber desires to obtain access to the Database for Subscriber's internal business analysis and reporting in accordance with the terms and restrictions set forth in this Agreement; and

WHEREAS, Provider has the technical capacity and authority to grant access to the Database subject to the terms set forth herein.

SCOPE OF WORK

Provider shall provide Subscriber with the following deliverables and services in accordance with this Agreement. The parties acknowledge that the Scope described below is contractual and may be amended only in writing signed by both parties.

API access    Web dashboard (read-only)    Data export (CSV/Parquet)

PAYMENT TERMS

In consideration for access to the Database and services provided under this Agreement, Subscriber shall pay Provider in accordance with the following terms:

Monthly    Quarterly    Annual    If different, other schedule:

All fees are exclusive of taxes. Subscriber is responsible for any sales, use, value-added, withholding or similar taxes (excluding taxes based on Provider's net income). Provider will issue invoices in accordance with the billing schedule.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after written notice of breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including the Database, datasets, formulas, sample code, pricing, business processes and customer lists. Each party shall: (a) hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information only to exercise its rights and perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt written notice to the disclosing party and cooperates in any lawful attempt to limit disclosure.

DATA SECURITY AND USE RESTRICTIONS

Provider shall maintain reasonable administrative, physical and technical safeguards designed to protect the Database against unauthorized access, disclosure, alteration and destruction. Subscriber shall use the Database solely for its internal business purposes and shall not: (a) resell, sublicense, distribute or otherwise make the Database available to third parties except as expressly permitted in writing; (b) attempt to probe, scan, penetrate or otherwise test the vulnerability of Provider's systems; or (c) remove or alter Provider's proprietary notices or metadata.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Database, the underlying source data, methodologies, algorithms, models and all derivative works thereof. Subscriber receives only a limited, non-exclusive, non-transferable right to access and use the Database as expressly set forth in this Agreement. Any suggestions or feedback provided by Subscriber shall be deemed non-confidential and Provider may use such feedback without restriction.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that it will use commercially reasonable efforts to maintain the Database and deliver services consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DATABASE AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any dispute arising out of this Agreement.

This Agreement, together with any appendices and executed amendments, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be sent to the addresses set forth above unless otherwise notified in writing.

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