Data Services Agreement Template

DATA SERVICES AGREEMENT

This Data Services Agreement ("Agreement") is made and entered into as of by and between Provider Name: , with principal place of business at ("Provider"), and Client Name: , with principal place of business at ("Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider operates data processing and analytics services and possesses technical capabilities to store, process and analyze data on behalf of its customers; and

WHEREAS, Client desires to engage Provider to perform certain data services relating to Client data under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to allocate their respective rights and obligations regarding ownership, security, processing, access and permitted use of data provided or collected in connection with the services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement capitalized terms have the following meanings:

"Services" means the data processing, hosting, analytics, reporting and related services to be provided by Provider as described in Section 2 and in the Service Description attached hereto.

"Client Data" means all electronic data, content and information provided by or collected on behalf of Client in the course of Provider performing the Services.

2. SERVICES; SERVICE DESCRIPTION

Provider shall perform the Services described in the Service Description. The scope, service levels and deliverables shall be those expressly set forth in the Service Description. Any change to the scope requested by Client shall be subject to a written change order signed by both Parties and any adjustment to fees and timelines as mutually agreed.

3. DATA OWNERSHIP; LICENSES

Client retains all right, title and interest in and to Client Data. Provider shall have only the limited, revocable, non-exclusive license to access and use Client Data solely to perform the Services and as necessary to exercise its rights under this Agreement. Provider shall not use Client Data for any other purpose, including marketing or benchmarking, except as expressly permitted by Client in writing.

4. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and to use such Confidential Information only to perform its obligations under this Agreement. Provider shall restrict access to Client Data to employees, contractors and agents with a need to know and bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public through no act or omission of the receiving Party.

5. SECURITY; DATA PROTECTION

Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect the confidentiality, integrity and availability of Client Data, including encryption in transit and at rest where appropriate, access controls, logging and vulnerability management. Provider shall promptly notify Client upon becoming aware of any confirmed or suspected security incident affecting Client Data and shall cooperate in investigation and mitigation.

6. DATA SUBJECT RIGHTS AND COMPLIANCE

Provider shall assist Client, to the extent reasonably possible, in responding to requests from data subjects or supervisory authorities regarding Client Data. Provider shall comply with applicable data protection laws in performing the Services and shall not transfer Client Data outside jurisdictions where transfers are restricted without Client's prior written consent.

7. FEES; PAYMENT

Client shall pay Provider the fees set forth in the applicable fee schedule. Unless otherwise specified, invoices are due net thirty (30) days from date of invoice. All fees are exclusive of taxes and duties; Client shall pay applicable taxes other than taxes based on Provider's net income.

8. TERM; TERMINATION

This Agreement commences on the Effective Date and continues for the Initial Term set forth below, and thereafter renews for successive terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either Party may terminate this Agreement for material breach that remains uncured for thirty (30) days after written notice of breach. Upon expiration or termination, Provider shall cease processing Client Data and, at Client's direction, return or securely delete Client Data in Provider's possession within a reasonable period.

9. WARRANTIES; DISCLAIMER

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other from claims arising out of the indemnifying Party's breach of this Agreement or its negligent or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS.

11. AUDIT RIGHTS

Client, or an independent auditor engaged by Client, may audit Provider's compliance with the terms of this Agreement with reasonable prior notice and during normal business hours, subject to confidentiality obligations. Any such audit shall be limited to once annually unless a material noncompliance is reasonably suspected.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate by written notice).

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below without regard to principles of conflicts of law. Each Party submits to the exclusive jurisdiction of the courts located in the selected jurisdiction for purposes of any dispute arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including any exhibits, schedules and statements of work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS

The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between the Parties. Any provision that by its nature should survive termination shall survive, including but not limited to Sections 3 (Data Ownership), 4 (Confidentiality), 10 (Indemnification; Limitation of Liability), and 15 (Entire Agreement).

ATTACHMENTS

The following attachments and schedules are incorporated by reference: Service Description, Fee Schedule, and any mutually executed Statements of Work.

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