Legal Trading Information Contract

Legal Trading Information Contract

This Legal Trading Information Contract (the Agreement) is entered into as of , by and between Client Name: (Entity Type: Corporation LLC Individual ) with principal address: ; and Provider Name: (Entity Type: Corporation LLC Individual ) with principal address: .

Recitals

WHEREAS, Provider possesses certain trading-related information, analyses, strategies and data concerning markets, securities and related instruments, including non-public compilations, models, source data and methodologies (collectively, Trading Information);

WHEREAS, Client desires to receive access to certain Trading Information solely for the limited purpose set forth in this Agreement and Provider is willing to disclose such Trading Information on the terms and conditions set forth herein; and

WHEREAS, the parties wish to define their rights and obligations with respect to the disclosure, use, protection and ownership of Trading Information and any derivative analyses prepared by Client.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows:

1. Definitions

1.1 Confidential Information means all non-public information and materials disclosed by Provider to Client, whether oral, written, electronic or tangible, including Trading Information, analyses, models, source data, projections, pricing, strategies and business information, and any notes, summaries or derivatives thereof.

1.2 Trading Information means Confidential Information specifically relating to market data, trade signals, investment criteria, algorithms, backtests, and proprietary models disclosed by Provider to Client under this Agreement.

1.3 Purpose means Client's internal evaluation and assessment of the Trading Information for potential investment or trading decisions as described in the input below.

2. Grant; Permitted Use

Provider hereby discloses and grants to Client a limited, non-exclusive, non-transferable, revocable right to access and use the Trading Information solely for the Purpose during the Term of this Agreement. Client shall not use Trading Information for any other commercial purpose, on-sell, redistribute, sublicense, publish or otherwise disclose Trading Information to third parties except as expressly permitted in writing by Provider.

3. Confidentiality Obligations

3.1 Standard of Care. Client shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care, and shall not disclose Confidential Information to any person except to those employees, officers, directors, consultants or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

3.2 Permitted Disclosures. Notwithstanding the foregoing, Client may disclose Confidential Information to the extent required by applicable law or binding order of a court or regulatory body, provided that Client gives Provider prompt written notice of such requirement (to the extent lawful) and reasonably cooperates with Provider to seek protective measures or confidential treatment.

4. Restrictions on Trading and Compliance

4.1 Client acknowledges that certain Trading Information may constitute material non-public information under applicable law. Client represents that it will not use or trade on the basis of any information if such use or trading would violate applicable securities, commodities or other trading laws or result in insider trading liability.

4.2 Client shall implement and maintain policies and procedures reasonably designed to ensure compliance with applicable trading laws and to prevent unauthorized trading or disclosure based on Confidential Information.

5. Fees and Payment

As consideration for the rights granted herein, Client shall pay Provider the fees set forth below or otherwise agreed in writing. Unless otherwise agreed, fees are due within thirty (30) days of invoice.

6. Representations and Warranties

6.1 Mutual Authority. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement have been duly authorized.

6.2 Provider Warranty. Provider represents that, to its knowledge, it has the right to disclose the Trading Information to Client under the terms of this Agreement; provided, however, that Provider makes no warranty as to the accuracy, completeness or fitness for a particular purpose of the Trading Information.

7. Term; Termination; Survival

7.1 Term. This Agreement shall commence on the Effective Date and shall continue for unless earlier terminated in accordance with this Agreement.

7.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

7.3 Survival. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, Notices, and any payment obligations shall survive termination or expiration of this Agreement for a period of two (2) years, or as otherwise required by law.

8. Intellectual Property

All right, title and interest in and to the Trading Information and any intellectual property rights therein shall remain the exclusive property of Provider. Client acquires no ownership rights under this Agreement and may not reverse engineer, decompile, or otherwise attempt to derive source materials or proprietary methodologies from the Trading Information.

9. Indemnification

Client shall defend, indemnify and hold harmless Provider, its officers, directors and agents from and against any third party claims, damages, losses or liabilities (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, unauthorized disclosure or improper use of Trading Information, or Client's failure to comply with applicable trading laws.

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Notices

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified below or to such other address as a party may designate by written notice to the other party.

12. Amendments; Waiver

This Agreement may only be amended or modified by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance; failure to enforce any provision shall not constitute a waiver of future enforcement.

13. Governing Law; Dispute Resolution

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 shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in a court of competent jurisdiction located in the chosen state.

14. Entire Agreement; Severability; Counterparts

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect the interpretation of the Agreement. Neither party may assign 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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