Data Acquisition Plan

DATA ACQUISITION PLAN

Parties and Recitals

Client Name:   Provider Name:

Client Address:

Provider Address:

WHEREAS, Client requires acquisition, processing and delivery of specified datasets and associated metadata to support Client business operations, analytics and reporting; and

WHEREAS, Provider represents that it has the expertise, systems and lawful rights to acquire, process and deliver such data in accordance with the terms of this Data Acquisition Plan; and

WHEREAS, the Parties desire to set forth the scope, schedule, quality requirements, security measures, compensation and other material terms governing the acquisition and delivery of the data described below.

Scope of Work

Data Description and Specifications

Primary Dataset Name:

Frequency (e.g., daily, weekly, one-time):   Retention Period:

Acquisition Methods and Sources

Data Quality, Validation and Acceptance

Security, Privacy and Compliance

Personal Data Involved?  Yes   No

Delivery, Acceptance and Reporting

Payment Terms

Total Compensation: $   Currency:

Payment Terms: Net  days from invoice receipt. Late payment interest:

Term and Termination

This Plan commences on and continues until unless earlier terminated in accordance with this Plan.

Either Party may terminate for convenience upon days' prior written notice. Either Party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach.

Confidentiality

Each Party shall treat as Confidential Information all non-public information disclosed in connection with this Plan, including datasets, metadata, access credentials, methodologies and any derivatives (Confidential Information). Confidential Information does not include information that is demonstrably (i) already known to the recipient without restriction at the time of disclosure; (ii) is or becomes publicly known through no breach of this Plan; or (iii) independently developed by the recipient without use of the disclosing Party's Confidential Information.

Each Party will use Confidential Information solely for performance under this Plan, will limit access to employees and contractors with a need to know, and will apply at least the same degree of care to protect such information as it applies to its own confidential information, but no less than reasonable care. Required disclosures by law shall be subject to prior notice to the disclosing Party where permitted and reasonable cooperation.

Intellectual Property; Use of Data

Provider warrants that it has all necessary rights, licenses and consents to provide the data and to grant Client the rights specified herein. Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable, perpetual license to use delivered data for Client's internal business purposes. Provider retains ownership of original source data and Provider's proprietary tools, algorithms and methodologies used to collect or process the data.

Indemnity and Liability

Each Party shall indemnify and hold harmless the other Party from third-party claims arising from the indemnifying Party's breach of its representations, warranties, or obligations under this Plan. Except for gross negligence or willful misconduct, neither Party shall be liable for incidental or consequential damages; aggregate liability shall be limited to amounts paid or payable under this Plan in the twelve months preceding the claim.

Governing Law and Dispute Resolution

This Plan will be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The Parties will attempt to resolve disputes promptly by negotiation between executive representatives prior to pursuing other remedies.

Entire Agreement; Amendments

This Plan, together with any written attachments or schedules signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings and agreements. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both Parties.

Notices

Execution

The individuals signing below represent and warrant that they are authorized to execute this Data Acquisition Plan on behalf of the Party for which they sign.

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