Financial Tool Agreement

FINANCIAL TOOL AGREEMENT

Parties and Effective Date

This Financial Tool Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Recitals and Definitions

WHEREAS, Provider develops and licenses access to a financial analysis and reporting tool, including associated services, documentation and updates (collectively, the Tool); and

WHEREAS, Client desires to obtain access to and use of the Tool on the terms set forth in this Agreement.

Grant of License and Use

Subject to Client’s compliance with all terms of this Agreement, Provider hereby grants Client a non-exclusive, non-transferable, revocable license to access and use the Tool during the Term solely for Client’s internal business purposes and in accordance with the documentation and usage limits set forth herein.

Permitted Users: Client may permit access to the Tool by employees and contractors who are bound by confidentiality obligations and whom Client authorizes as Permitted Users. Number of authorized users:

Fees, Billing and Payment

In consideration for the license and services, Client shall pay Provider the fees specified below and in any purchase order incorporated into this Agreement. All fees are due in accordance with the payment terms set forth herein.

Billing Frequency: . Payment Terms: . Late Fee: .

Accepted Payment Methods: . Client is responsible for all taxes except Provider’s income taxes.

Data, Confidentiality and Security

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall use commercially reasonable administrative, technical and physical safeguards to protect such information. Client Data means data uploaded or entered by Client into the Tool. Provider shall not disclose Client Data except as required by law or to provide the Tool and related services.

Intellectual Property

Provider retains all right, title and interest in and to the Tool, the underlying software, algorithms, models, and any improvements or derivative works. Client retains ownership of Client Data. Client is granted only the rights expressly set forth in this Agreement.

Warranties, Disclaimers and Liability

Provider warrants that it will provide the Tool in a professional manner consistent with industry practices. EXCEPT AS EXPRESSLY STATED, THE TOOL IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Provider is not a fiduciary and does not provide investment, tax, legal or accounting advice.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising out of Client’s breach of this Agreement, misuse of the Tool, or Client Data. Provider shall indemnify Client against claims that the Tool, as delivered by Provider, infringes a third party’s issued patent, provided Provider is given prompt notice and sole control of the defense.

Term, Termination and Suspension

Term: This Agreement commences on the Effective Date and continues for an initial period of (Initial Term), and shall automatically renew for successive periods unless either party gives written notice of non-renewal at least prior to the end of the then-current term.

Termination for Cause: Either party may terminate for material breach that is not cured within after written notice. Provider may suspend access immediately if Client materially breaches security obligations or engages in unlawful activity.

Audit and Records

Provider may audit Client’s use of the Tool to verify compliance with license limits and payment. Audits shall be conducted no more frequently than once every 12 months, during normal business hours, with reasonable prior notice. If an audit reveals underpayment, Client shall pay outstanding fees and reasonable audit costs if the underpayment exceeds five percent (5%).

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, one business day after email transmission if email confirmation is received, or three business days after deposit in domestic first-class mail.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction specified by the parties: without regard to conflict of law principles. The parties shall seek to resolve disputes in good faith by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the agreed forum unless otherwise mutually agreed.

Miscellaneous

Entire Agreement: This Agreement, together with any incorporated purchase orders or appendices, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior understandings. Amendments must be in writing and signed by authorized representatives of both parties.

Acknowledgement

By signing below, the parties acknowledge that they have read and understand this Agreement and that they are authorized to enter into this Agreement on behalf of the entity they represent.

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