Data Evaluation Plan Document

Data Evaluation Plan Document

Parties

Recitals (Whereas)

WHEREAS, Evaluator is engaged in the business of providing data evaluation, validation, and analytical review services and has the technical experience, personnel, and facilities to perform the services described herein; and

WHEREAS, Client seeks to procure evaluation services for certain datasets and results produced or maintained by Client, and wishes to define the scope, schedule, responsibilities, and terms under which such evaluation will be performed;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the parties agree as follows effective as of .

Scope of Work

Evaluator will perform a documented evaluation of the datasets, methods, and outputs identified below. The Scope of Work describes tasks, responsibilities, and expected deliverables. Substantive changes to scope shall be made in writing and signed by both parties; change requests may impact schedule and fees.

Data Handling and Security

Evaluator will handle Client data in accordance with the technical and organizational measures reasonably necessary to protect confidentiality, integrity and availability. Evaluator shall maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data and consistent with industry practice.

Payment Terms

Client agrees to pay Evaluator the fees specified below in consideration for completion of the Scope of Work. All fees are due in accordance with the schedule below. Late payments accrue interest as specified.

Term and Termination

This Agreement shall commence on the Start Date below and continue until the End Date or until earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination for convenience by Client requires payment for all work performed through the effective date of termination and reasonable wind-down costs.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, and data information disclosed in any form. Each receiving party shall: (a) use Confidential Information solely for performance of this Agreement; (b) limit access to personnel with a need to know and who are bound by confidentiality obligations; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected as permitted by law.

Intellectual Property and Results

Client retains ownership of Client-provided data. Evaluator retains ownership of pre-existing tools, methods, and general know-how. Subject to full payment, Evaluator grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any transfer or external publication of results that discloses Confidential Information requires prior written consent.

Limitation of Liability

Except for willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Evaluator under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, special or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment is effective unless in writing and signed by authorized representatives of both parties.

By signing below, the parties authorize the Evaluator to commence work as described in this Data Evaluation Plan Document and acknowledge that they have read, understand, and agree to be bound by its terms.

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