Data Reporting Services Agreement

DATA REPORTING SERVICES AGREEMENT

This Data Reporting Services Agreement (the "Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of the Effective Date set forth below.

WHEREAS

WHEREAS, the Service Provider maintains systems, expertise and personnel necessary to compile, analyze and deliver data reports and related analytics; and

WHEREAS, the Client desires to retain the Service Provider to provide data reporting services on the terms and conditions set forth in this Agreement, and the Service Provider agrees to provide such services.

WHEREAS, the Parties intend that data produced and exchanged under this Agreement shall be protected, used only for permitted purposes, and retained or destroyed in accordance with the confidentiality and data retention obligations herein.

SCOPE OF WORK

Deliverables shall include periodic reports, as described above, delivered in the agreed file formats and accompanied by reasonable documentation sufficient for Client to interpret and use the reports. Any changes to the scope that materially increase time or cost shall require a written change order signed by both Parties.

PAYMENT TERMS

Invoices are payable within days of invoice date unless otherwise agreed in writing. Client shall notify Service Provider in writing of any disputed charges within days; undisputed amounts remain payable.

TERM AND TERMINATION

This Agreement commences on the Effective Date: Day Month Year and continues until the End Date: Day Month Year unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for a period of days after written notice. Either Party may also terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, including data sets, reports, methodologies, pricing, and business plans. The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors having a need to know and subject to obligations of confidentiality no less protective than those in this Agreement; and (c) protect Confidential Information with commercially reasonable security measures. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully in the Receiving Party's possession prior to disclosure, or is independently developed without use of the other Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or certify destruction of all Confidential Information within days, except that Service Provider may retain copies of aggregated and anonymized reports that do not identify Client or Client data.

DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration or destruction consistent with industry standards. In the event of a security incident affecting Client Data, Service Provider will notify Client promptly and cooperate to mitigate harm.

INTELLECTUAL PROPERTY; LICENSES

Client retains all right, title and interest in Client Data. Service Provider retains all intellectual property rights in its methodologies, tools and pre-existing software. Service Provider grants Client a limited, non-exclusive, non-transferable license to use delivered reports for Client’s internal business purposes. Any bespoke deliverables developed for Client upon full payment will be licensed to Client as set forth in a written statement of work.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, incidental or punitive damages. Each Party's aggregate liability arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

This Agreement, together with any statements of work or written change orders signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Weekly    Monthly    Quarterly    As Needed

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