Dealertrack Service Agreement

DEALERTRACK SERVICE AGREEMENT

This Dealertrack Service Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , with principal place of business at (\"Service Provider\"), and Client Name: , with principal place of business at (\"Client\").

WHEREAS

WHEREAS, Service Provider operates and maintains Dealertrack-related software, data services, integrations and related advisory services and has expertise and resources to provide such services to Client; and

WHEREAS, Client desires to engage Service Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services on the terms set forth herein.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, deliverables, payment, confidentiality, and other matters described below.

SCOPE OF WORK

Service Provider shall provide the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables (if any) will be specified in writing and accepted in accordance with the acceptance criteria set forth in an attached statement of work or in subsequent written confirmation signed by authorized representatives of both parties.

PAYMENT TERMS

All fees are payable in U.S. Dollars within days of invoice unless otherwise agreed in writing. Late payments shall bear interest at or the maximum rate permitted by applicable law, whichever is less. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

Term Start Date: . Term End Date (if any): . This Agreement shall commence on the Term Start Date and continue until the Term End Date or until earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive expiration or termination of this Agreement for a period of years, except with respect to trade secrets, for which the Receiving Party's obligations shall continue as long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise set forth in a written statement of work, Service Provider shall retain all right, title and interest in and to pre-existing software, tools, processes, methodologies, data and other intellectual property developed or owned by Service Provider prior to or outside the scope of this Agreement. To the extent deliverables are created specifically for Client under this Agreement, Service Provider hereby grants to Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes, subject to payment in full of all fees. Any third-party software or components included in deliverables shall remain subject to their applicable license terms.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES.

Client agrees to indemnify, defend and hold Service Provider harmless from and against claims arising out of Client's misuse of the Services, Client data, or Client's breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any mutually executed statements of work and appendices, 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 written or oral. Any amendment to this Agreement must be in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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