Datafeed Renewal Agreement

Datafeed Renewal Agreement

This Datafeed Renewal Agreement (the Agreement) is entered into as of by and between Client Name: and Provider Name: . The parties agree as follows.

RECITALS

WHEREAS, Provider supplies electronic data feeds comprising market, transactional, or other structured data (the Datafeed) to Client pursuant to prior agreements; and

WHEREAS, the parties desire to renew and revise the terms governing delivery, use, and compensation for the Datafeed for the renewal term set forth below.

WHEREAS, the parties acknowledge that the delivery specifications and permitted uses are set forth in this Agreement and any attachments incorporated by reference herein.

SCOPE OF WORK

Provider shall deliver the Datafeed in the format and cadence described above and in any mutually agreed technical specification. Client's permitted use shall be limited to the purposes expressly stated in this Agreement and any attached schedules. Provider will use commercially reasonable efforts to maintain delivery uptime consistent with industry practice but does not guarantee uninterrupted access except as expressly stated in a separate service level agreement.

PAYMENT TERMS

Invoices not paid within the Payment Due period shall incur the Late Payment Fee stated above, calculated from the invoice due date until the date of payment. Client shall pay all undisputed amounts when due. Disputed amounts must be identified in writing within seven (7) days of receipt of an invoice and the parties shall seek to resolve such disputes promptly in good faith; undisputed portions remain payable as provided herein.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Provider may suspend delivery of the Datafeed if Client fails to pay undisputed invoices within the Payment Due period, provided Provider has given at least seven (7) days' prior written notice of intent to suspend. Termination shall not relieve Client of obligations to pay fees accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, pricing, or other information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) keep Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, affiliates, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Upon termination or expiration of this Agreement, Receiving Party shall return or destroy Confidential Information as requested by Disclosing Party.

INTELLECTUAL PROPERTY AND DATA USE

Provider retains all right, title, and interest in and to the Datafeed and any underlying proprietary data, technology, and methodologies. Client is granted a limited, non-exclusive, non-transferable license to use the Datafeed solely as expressly permitted herein. Client shall not reverse engineer, redistribute, resell, sublicense, or otherwise make the Datafeed available to third parties except as expressly permitted in a separate written agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any legal action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in the agreed jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of 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. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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