Dealertrack DTA Document

Dealertrack DTA Document

This Dealertrack DTA Document (the "Agreement") is entered into as of (the "Effective Date"), by and between ("Dealer") and ("Provider"). Dealer and Provider are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Provider operates systems and services for management, transmission and receipt of dealer data and related technology services, and is willing to provide such data transfer and related services to Dealer under the terms set forth below;

WHEREAS, Dealer desires to engage Provider to perform data transfer, integration and related data services in connection with Dealer's vehicle retail and financing operations, subject to the terms, conditions and limitations of this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth the rights, duties and obligations of each Party with respect to the scope of work, fees, confidentiality, and termination procedures for the services to be provided.

Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall furnish all personnel, equipment and materials necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Dealer shall pay Provider the fees set forth below in consideration for the Services. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If payment is not received within days after receipt of invoice, Provider may suspend Services after providing ten (10) days' written notice of suspension.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon expiration or termination, Provider shall cease performance and, at Dealer's option, return or destroy Dealer Data in accordance with the Confidentiality section below. Termination shall not relieve Dealer of its obligation to pay fees accrued through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by a disclosing Party to the receiving Party, whether oral, written, electronic, or otherwise, including without limitation dealer data, customer information, pricing, business processes, and technical information.

The receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely for performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party; (ii) was rightfully known by the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of obligation to the disclosing Party; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including its Exhibits and any written statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral.

No amendment shall be effective unless in writing and signed by authorized representatives of both Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth in a separately executed agreement between the Parties.

Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution of this Agreement has been duly authorized by all necessary corporate or organizational action.

Additional Administrative Details

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