Database Access Agreement

Database Access Agreement

This Database Access Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Provider maintains and controls a database and associated systems containing business records, compilations of data and derivative datasets (collectively, the "Database") that Provider is willing to make available to Recipient on the terms set forth herein; and

WHEREAS, Recipient desires access to the Database for the limited purposes set forth in this Agreement and represents that such access will be used only in accordance with the permitted uses and restrictions herein; and

WHEREAS, the parties intend to define responsibilities for access, security, confidentiality, payment and termination in a written agreement.

SCOPE OF ACCESS

Provider grants Recipient a non-exclusive, non-transferable, revocable right to access the Database solely for the purposes described below, subject to the terms and conditions of this Agreement.

PERMITTED USE AND RESTRICTIONS

Recipient shall use the Database only for the purposes set forth in the Scope of Access. Recipient shall not copy, distribute, sublicense, resell, create derivative works from, or otherwise exploit the Database except as expressly permitted in writing. Recipient shall not attempt to circumvent, modify or disable access controls, nor permit any third party to access the Database except as expressly authorized by Provider.

SECURITY AND ACCESS CONTROLS

Recipient shall implement and maintain administrative, physical and technical safeguards to protect the Database and any access credentials from unauthorized access, use or disclosure. Recipient shall promptly notify Provider of any actual or suspected security breach affecting the Database or Provider data and shall cooperate with Provider in breach response and remediation.

PAYMENT TERMS

In consideration for access to the Database, Recipient shall pay Provider fees in accordance with this section.

Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by law), plus any reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by Provider to Recipient relating to the Database, Provider systems, business operations or data. Recipient shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to authorized personnel on a need-to-know basis, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, was known to Recipient prior to disclosure as evidenced by written records, or is independently developed without use of Provider Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly cease use of the Database and, at Provider's election, return or certify destruction of all Confidential Information in Recipient's possession, except as otherwise required by applicable law.

DATA OWNERSHIP

Provider retains all right, title and interest in and to the Database, including all intellectual property rights. Recipient obtains no ownership rights under this Agreement. Any compilations, extractions or analyses derived from the Database shall be subject to Provider's ownership rights to the extent derived from Provider Confidential Information.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider warrants that it has the right to grant access to the Database as provided herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DATABASE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's breach of this Agreement or negligence in performing its obligations. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO 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 , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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