Data Management Data Feed Agreement

DATA MANAGEMENT DATA FEED AGREEMENT

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

Client Name:

Provider Name:

RECITALS

WHEREAS, Provider operates systems and processes for assembling, formatting and transmitting data feeds and datasets and offers managed data delivery services to customers; and

WHEREAS, Client desires to receive periodic data feeds from Provider for use in Client's business operations, and Provider agrees to provide such feeds subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to delivery, security, payment and permissible use of the data feeds.

SCOPE OF WORK

Frequency:    Format:

Delivery Method:

DATA SECURITY AND HANDLING

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration or destruction. Provider's obligations include encryption in transit and at rest where applicable, access logging and least-privilege access controls.

FEES AND PAYMENT TERMS

TERM AND TERMINATION

Term Commencement:    Term End:

Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Termination for convenience requires the notice period set forth above.

CONFIDENTIALITY

Each party shall hold in confidence all Confidential Information disclosed by the other party and shall not use Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business information and the content of the data feeds. Confidentiality obligations shall survive termination for a period of years, except as otherwise required by applicable law or court order.

DATA OWNERSHIP; USE RIGHTS

Client retains all right, title and interest in and to Client Data provided to Provider for the purposes of this Agreement. Provider obtains no ownership rights in Client Data. Provider may aggregate and anonymize feed data and use aggregated, non-identifiable data for analytics and service improvement, subject to the restrictions below:

BREACH NOTIFICATION

Provider shall notify Client without undue delay and in any event within hours after becoming aware of a security incident materially affecting the confidentiality, integrity or availability of Client Data. Notification shall describe the nature of the incident, the data affected, and remedial measures taken.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has the right to enter into this Agreement. Provider warrants that data feeds will conform materially to the specifications set forth in the Scope of Work. EXCEPT AS EXPRESSLY STATED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality or data protection obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for any claim related to this Agreement shall not exceed the liability cap specified above.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or violation of applicable law in connection with its performance hereunder.

AUDIT RIGHTS

Client may, upon reasonable prior written notice and during Provider's regular business hours, audit Provider's procedures to verify compliance with this Agreement. Such audits shall be limited to once per calendar year absent a material security incident.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as specified by mutual agreement in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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