Data Integration Pipeline

Data Integration Pipeline Agreement

This Data Integration Pipeline Agreement (the Agreement) is made effective as of (Effective Date), by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates systems and data sources requiring consolidation, normalization and scheduled transfer for analysis and business use; and

WHEREAS, Service Provider maintains experience, personnel and technical capabilities to design, build, configure and maintain a data integration pipeline that extracts, transforms and loads data in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, ownership and other terms governing the development and operation of the Data Integration Pipeline.

1. Scope of Work

Deliverables shall include pipeline code, configuration files, deployment scripts, documentation of data schemas and operational runbooks. Acceptance testing will be performed in accordance with the acceptance criteria set forth in the scope and will be deemed accepted if Client does not provide a written defect notice within days of delivery.

2. Payment Terms

All amounts are payable within days of invoice receipt. In the event of overdue payments, interest shall accrue at or the maximum allowable by law, whichever is less. Client shall also reimburse reasonable collection costs and attorneys' fees.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

Each party (Recipient) shall hold in confidence and not disclose any non-public information, business processes, data schemas, credentials, customer data or technical details (Confidential Information) received from the other party (Discloser), except as permitted in this Agreement. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach by Recipient; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The parties shall implement reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized access or disclosure. Upon termination or at Discloser's written direction, Recipient shall return or securely destroy Discloser's Confidential Information and certify such destruction within days.

Service Provider may disclose Confidential Information to designated subcontractors under written agreement to comply with confidentiality obligations.

5. Ownership; License

Unless otherwise agreed in writing, Client shall retain ownership of Client Data provided to Service Provider. Service Provider shall retain ownership of its pre-existing tools, generic libraries and scripts. To the extent Service Provider delivers custom code or configurations specifically developed for Client under this Agreement (Work Product), Service Provider assigns to Client all right, title and interest in such Work Product upon full payment, subject to Service Provider's reserved right to reuse general knowledge, skills and techniques. Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use any of Service Provider's pre-existing materials incorporated in the Work Product to the extent necessary to use the Work Product.

6. Change Orders and Acceptance

Any change to the scope, schedule or price shall be made only by written change order signed by authorized representatives of both parties. Changes may affect delivery dates and fees; Service Provider will provide a written estimate of the impact prior to starting work under a change order.

7. Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE PRECEDING TWELVE (12) MONTHS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by the state or federal courts located in the county of the governing state's capital, and each party consents to personal jurisdiction and venue therein.

9. Entire Agreement; Amendments

This Agreement, including any attachments or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals and understandings, whether written or oral. This Agreement may be amended only by a writing signed by authorized representatives of both parties.

10. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets. The parties are independent contractors; nothing herein creates a joint venture, partnership or agency relationship. If any provision is held invalid, the remaining provisions will remain in full force and effect.

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