Data Integration Service Agreement

DATA INTEGRATION SERVICE AGREEMENT

This Data Integration Service Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with address and Service Provider Name: with address .

RECITALS

WHEREAS, Client desires to engage Service Provider to design, implement and maintain data integration processes between Client systems and third-party data sources in accordance with the terms set forth herein; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and systems necessary to perform the integration services and to protect Client Data in accordance with industry standards and applicable law; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided under this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Client shall pay Service Provider in accordance with the schedule set forth below and subject to invoice and acceptance as provided herein.

Invoicing Frequency:

Late Payment: Amounts not paid within the payment terms shall accrue interest at a rate of % per month (or the maximum allowed by law), plus all reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon written notice delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Client Data, system architecture, credentials, pricing, and business processes.

Obligations: The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with any protective order or other remedy.

Duration: The confidentiality obligations set forth in this Section shall survive for three (3) years following termination or expiration of this Agreement; however, obligations with respect to Client Data shall survive for the longer of three (3) years or the period required by applicable law.

DATA SECURITY AND DATA OWNERSHIP

Data Ownership: Client retains all right, title and interest in and to Client Data. Service Provider acquires no ownership rights in Client Data.

Security Obligations: Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client Data and in accordance with industry standards to protect against unauthorized access, loss, misuse, alteration or disclosure. Service Provider shall promptly notify Client of any confirmed security incident affecting Client Data and cooperate in remediation.

INTELLECTUAL PROPERTY

Background IP: Each party shall retain ownership of its background intellectual property. Service Provider shall grant Client a non-exclusive, non-transferable license to use any Service Provider Background IP solely as required for Client to receive the benefit of the integration services.

Work Product: To the extent any Work Product is created specifically for Client under this Agreement, ownership of such Work Product shall be as follows: Client owns Client Data and any derivative data outputs; Service Provider retains ownership of its pre-existing tools, frameworks, methodologies, and general know-how embedded in the Work Product, subject to the license granted above.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be the re-performance of the deficient services or, if Service Provider fails to re-perform within a commercially reasonable time, a refund of the fees paid for the deficient services.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims alleging that the services or Work Product, as delivered, infringe a third party's intellectual property rights, provided Client: (a) promptly notifies Service Provider in writing of the claim; (b) allows Service Provider to control the defense and settlement; and (c) reasonably cooperates with Service Provider.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES.

COMPLIANCE WITH LAW

Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement, including data protection and export control laws applicable to the processing and transfer of Client Data.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written attachments or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

Assignment: 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 of its assets.

Sign Now