File Sharing Agreement

FILE SHARING AGREEMENT

This File Sharing Agreement (the Agreement) is entered into as of between the parties identified above. The parties agree as follows.

WHEREAS

WHEREAS, Provider possesses digital files, data sets, documents and related materials (collectively, Shared Files) which Provider is willing to make accessible to Recipient under the terms of this Agreement; and

WHEREAS, Recipient requires access to the Shared Files to perform Recipient's lawful business purposes and agrees to comply with the restrictions and obligations set forth herein; and

WHEREAS, the parties desire to set forth the scope, security, payment, confidentiality and other terms governing access, delivery and use of the Shared Files.

SCOPE OF FILE SHARING

Provider will deliver and Recipient will access the Shared Files as described below. Provider grants Recipient a limited, non-exclusive, non-transferable right to access and use the Shared Files solely for the Permitted Purpose set forth in this Agreement.

ACCESS, DELIVERY AND SECURITY

Provider will make Shared Files available by secure file transfer, secure cloud link, or other mutually agreed delivery mechanism. Recipient shall access Shared Files only through designated access credentials provided by Provider and shall not permit third-party access except as expressly authorized in writing.

Recipient shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Shared Files, including industry-standard encryption in transit and at rest, access controls, and personnel training to prevent unauthorized disclosure or use.

PAYMENT TERMS

In consideration for Provider's delivery of the Shared Files, Recipient shall pay Provider the fees and on the schedule set forth below. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any data or information disclosed by Provider to Recipient, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the Shared Files.

Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care as Recipient uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) is rightfully received by Recipient from a third party without restriction; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt written notice to Provider and cooperates with Provider in any lawful effort to limit the disclosure.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Shared Files and any associated intellectual property. Nothing in this Agreement transfers ownership of any intellectual property rights, except the limited access and use rights expressly granted herein. Recipient shall not reverse engineer, decompile or otherwise attempt to derive the source or underlying structure of the Shared Files.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of its confidentiality obligations or indemnification obligations under this Agreement, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the amounts actually paid by Recipient to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments explicitly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement will be effective unless in a written instrument signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign its rights or obligations under 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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