Data Evaluation Services Agreement

Data Evaluation Services Agreement

This Data Evaluation Services Agreement ("Agreement") is made effective as of by and between:

Recitals

WHEREAS, Service Provider has professional expertise, methodology, personnel and tools necessary to perform analysis, assessment and evaluation of data sets, models and related metrics (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services described in this Agreement and Service Provider is willing to provide such Services subject to the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the terms, responsibilities, compensation and intellectual property and confidentiality allocations that will govern their relationship.

Scope of Work

Service Provider shall perform the data evaluation, analysis and reporting described below. The deliverables shall include analytical reports, annotated datasets, methodology documentation and an executive summary, as applicable. Specific tasks, milestones, acceptance criteria and any required formats are described in the Scope of Work field.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay all undisputed amounts in accordance with the Payment Terms.

Unless otherwise agreed in writing, Client is responsible for reasonable out-of-pocket expenses pre-approved by Client. Disputed amounts must be notified in writing within the payment period and the undisputed portion shall be paid when due.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated as permitted herein.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period of . Termination does not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination, including any accepted deliverables.

Confidentiality

"Confidential Information" means non-public business, technical, financial, operational information and data exchanged between the parties, whether disclosed orally, in writing, or by inspection, including Client data, analyses, trade secrets and other information reasonably understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known by the receiving party prior to disclosure as shown by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) limit access to Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement, and (iii) implement reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized use or disclosure.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's election, return or securely destroy all Confidential Information and certify such return or destruction within thirty (30) days, except to the extent that retention is required by applicable law or for the receiving party's reasonable archival purposes, provided that retained materials remain subject to confidentiality obligations.

Service Provider will return all original Client Data

Service Provider will securely destroy all Client Data in its possession

Intellectual Property

Except as expressly provided, each party shall retain all right, title and interest in and to its preexisting intellectual property. Client retains ownership of all original Client Data. Service Provider retains ownership of methodologies, algorithms, templates and tools developed independently of Client Data ("Provider IP"). Service Provider hereby grants Client a non-exclusive, non-transferable, worldwide license to use deliverables provided under this Agreement solely for Client's internal business purposes, unless the parties execute a separate assignment.

Service Provider assigns copyright in deliverables to Client (subject to payment in full)

Warranties; Disclaimer

Service Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT DATA-DRIVEN EVALUATIONS ARE INHERENTLY UNCERTAIN AND THAT SERVICE PROVIDER DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES FROM THE USE OF DELIVERABLES.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

Client shall defend, indemnify and hold harmless Service Provider from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misuse of deliverables, or Client's unlawful data practices. Service Provider shall indemnify Client for third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services.

Compliance; Data Security

Each party shall comply with applicable laws, rules and regulations in connection with its obligations under this Agreement. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect Client Data commensurate with industry standards and the sensitivity of the data. Service Provider shall promptly notify Client of any security incident involving Client Data and shall cooperate in incident response and remediation.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the agreed jurisdiction unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement, including any appendices or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous communications, proposals and agreements, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates an employment, agency or partnership relationship. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required by this Agreement shall be in writing and delivered to the contacts set forth above.

Sign Now