Data Review Document

DATA REVIEW DOCUMENT

Parties

This Data Review Document (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, the Client possesses certain datasets and related materials described below that the Client wishes to have reviewed, evaluated, and documented for quality, completeness, and compliance with specified criteria; and

WHEREAS, the Reviewer has the expertise, personnel, and systems necessary to perform a review of the Client's data and to prepare a report of findings and recommended remediation actions; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and other terms governing the Reviewer’s engagement to perform the data review services described in this Agreement.

Scope of Work

The Reviewer shall perform a systematic review of the Client's data, including but not limited to data profiling, completeness checks, validation against agreed rules, identification of anomalies, and preparation of a written report of findings and recommended remediation actions (the Services). Specific datasets and sources to be reviewed:

Access, Security and Responsibilities

The Client shall provide the Reviewer with the datasets, access credentials, and documentation reasonably necessary to perform the Services. The Reviewer shall use commercially reasonable technical and organizational measures to protect Client Data from unauthorized access, disclosure, alteration or destruction, and shall permit access to Client Data only on a need-to-know basis by personnel bound by confidentiality obligations no less protective than those in this Agreement.

Payment Terms

As consideration for the Services, the Client shall pay the Reviewer the fees and according to the schedule set forth below. All payments are due in United States Dollars unless otherwise agreed in writing.

Unless otherwise agreed, invoices are payable within days of receipt. Disputed amounts must be submitted in writing within ten (10) days of invoice receipt and shall not relieve the Client of its obligation to pay undisputed amounts on time.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the Services or the End Date set forth below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred 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 datasets, business information, and technical material. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of performing or receiving the Services, and (c) restrict access to Confidential Information to employees and contractors who need such access and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this section shall not apply to information that is (i) publicly available through no breach by the receiving party, (ii) already in the receiving party's possession without restriction prior to disclosure, (iii) rightfully received from a third party without restriction, or (iv) independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's election, return or securely destroy Confidential Information.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party’s aggregate liability to the other under or in connection with this Agreement shall not exceed the total fees paid by the Client to the Reviewer under this Agreement. In no event shall either party be liable for indirect, incidental, special, or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including any attachments or statements of work incorporated by reference, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

Acceptance and Acknowledgments

The Client acknowledges that the Reviewer will base its findings on the data and documentation provided by the Client and that the Reviewer does not warrant data completeness or accuracy beyond the scope of the procedures expressly agreed in this Agreement. The Client authorizes the Reviewer to perform the Services described herein and to use necessary subcontractors, provided that the Reviewer remains responsible for their performance and compliance with confidentiality obligations.

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