File Feed Agreement

FILE FEED AGREEMENT

This File Feed Agreement (the "Agreement") is entered into as of between Provider Name: and Recipient Name: . Provider and Recipient are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Provider maintains and delivers electronic data files and continuous file feeds containing transactional, configuration, or other business data (the "Files"); and

WHEREAS, Recipient requires receipt, processing and retention of such Files for Recipient's legitimate business purposes and Provider is willing to provide a feed of such Files under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the scope, delivery standards, payment, confidentiality and liability provisions applicable to the file feed.

SCOPE OF WORK

File format/specification: Delivery mechanism:

SERVICE LEVELS AND ACCEPTANCE

Provider will deliver Files in accordance with the file specification and the delivery cadence described in the Scope of Work. Provider represents that, to Provider's reasonable knowledge, Files will be free from material defects and conform to the agreed schema at time of delivery. Recipient shall notify Provider of any material non-conformity within of receipt; failure to notify constitutes acceptance.

PAYMENT TERMS

Invoicing frequency: Payment method:

Overdue amounts shall bear interest at or the maximum rate permitted by applicable law, whichever is lower. Recipient shall also be responsible for reasonable costs of collection, including attorney fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party. Either Party may terminate immediately for material breach that is not cured within after receipt of written notice specifying the breach.

Upon termination, Recipient shall pay Provider for all Files delivered and accepted through the effective date of termination. Each Party shall return or securely destroy Confidential Information of the other Party in accordance with the Confidentiality section below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, including file contents, file schemas, credentials, and business information. The Receiving Party shall: (i) use Confidential Information only to perform its obligations hereunder; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or service providers 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 termination for a period of , except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect Files and any personal data contained therein against unauthorized access, disclosure, alteration or destruction. Each Party shall comply with applicable data protection laws in the collection, transmission, processing and storage of personal data. In the event of a security incident affecting Files, Provider shall notify Recipient promptly and cooperate in incident response and remediation.

REPRESENTATIONS, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party represents that it has the legal right and authority to enter into this Agreement. Provider represents that, to its knowledge, delivery of the Files shall not infringe third party intellectual property rights. Each Party agrees to indemnify and hold the other harmless from third party claims arising from its breach of this Agreement, negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including applicable data protection, export control and sanctions requirements. Neither Party shall transmit or process Files in violation of such laws.

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 disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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