Data Management Data Extraction

DATA MANAGEMENT DATA EXTRACTION AGREEMENT

This Data Management Data Extraction Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client maintains data sets and systems containing business, operational and customer information and desires to obtain extraction, transformation and delivery of certain data for internal use and analytics; and

WHEREAS, Service Provider possesses technical expertise, tools and personnel to perform data extraction, normalization, and delivery services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the extraction, handling, and protection of Client Data as described below.

SCOPE OF WORK

Service Provider shall perform data extraction, transformation, validation and delivery services (Services) as described in the specifications below and in any Statements of Work executed by the parties. Deliverables shall conform to the data schema, formats and delivery schedule set forth herein or in an executed Statement of Work.

Personal / Identifiable Information Transactional Records System / Audit Logs Other:

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees, schedule and invoicing terms set forth below.

Late payments will incur a late fee of on any unpaid balance outstanding beyond days after invoice date.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party upon written notice specifying the breach; if the breach is not cured within the cure period, the non-breaching party may terminate the Agreement. Either party may also terminate for convenience upon prior written notice.

Upon termination or expiration, Service Provider shall cease all processing of Client Data, deliver to Client all extracted data and associated documentation in the agreed format, and, at Client's election, securely delete or return residual copies in Service Provider's possession in accordance with the data disposition instruction below.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Client to Service Provider, including data extracts, schema, identifiers, customer records, business processes, and any metadata. Service Provider shall (a) use Confidential Information solely for the purpose of performing the Services, (b) restrict disclosure to those employees, contractors and agents with a need to know and who are bound by written obligations of confidentiality at least as protective as those in this Agreement, and (c) implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information and to prevent unauthorized access, disclosure, alteration or destruction.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by Service Provider; (ii) was lawfully known to Service Provider prior to disclosure; (iii) is independently developed by Service Provider without use of Client Confidential Information; or (iv) is rightfully obtained by Service Provider from a third party without restriction. In the event Service Provider is compelled by law to disclose Confidential Information, Service Provider will provide prompt written notice to Client and cooperate with Client to seek an appropriate protective order or other remedy.

DATA SECURITY AND DATA OWNERSHIP

Client retains all right, title and interest in and to Client Data. Service Provider shall not acquire any ownership rights in Client Data. Service Provider shall implement industry-standard security measures, including encryption at rest and in transit for sensitive data elements, access controls, logging, and regular security testing. Service Provider shall promptly notify Client in writing upon any actual unauthorized access to Client Data and shall cooperate with Client in remedial actions.

WARRANTIES, LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY FURTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation.

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