Market Data Agreement

MARKET DATA AGREEMENT

This Market Data Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider"), and Client Name: ("Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider collects, consolidates and distributes market data, including but not limited to real-time market prices, reference data, and historical time series (the "Market Data"); and

WHEREAS, Client desires to obtain a license to receive and use specified Market Data for Client's internal business purposes on the terms set forth in this Agreement; and

WHEREAS, Provider is willing to grant such license subject to the terms, restrictions and fees set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. Control means ownership of more than fifty percent (50%) of the voting interests.

1.2 "Deliverables" means the Market Data delivered hereunder in the formats and frequencies specified in Section 4.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement and payment of all Fees, Provider grants to Client a non-exclusive, non-transferable, revocable license to receive and use the Market Data solely for Client's internal business purposes and only for the uses expressly set forth in this Agreement.

2.2 Permitted Uses: Client may use the Market Data to (i) evaluate, analyze and create internal reports; (ii) price, risk-manage and settle Client's trading positions; and (iii) display Market Data to Client's authorized users as set forth in Section 3. Any use beyond Permitted Uses requires prior written consent from Provider.

3. RESTRICTIONS

3.1 Client shall not, and shall ensure that its Affiliates and authorized users do not: (a) sublicense, resell, redistribute or make available the Market Data to any third party except as expressly permitted in this Agreement; (b) create or derive a database that competes with Provider's Market Data; (c) remove or alter any copyright, trademark or other proprietary notices; or (d) use the Market Data in breach of any third-party data provider terms.

3.2 Client agrees to restrict access to the Market Data to the number of authorized users identified below. Authorized users:

4. DELIVERY, FORMAT AND DATA TYPES

4.1 Delivery Mechanism: Provider will deliver Market Data via the delivery method specified below subject to Provider's operational processes and scheduled outages. Delivery method:

4.2 Data Types: Client subscribes to the following Market Data types (select all that apply):

Real-time prices Reference data Historical data Derived analytics

5. FEES AND PAYMENT

5.1 Fees: Client shall pay Provider the fees set forth below. Fees may include setup, periodic subscription, per-user and per-feed charges. Initial Fee: Recurring Fee (per billing period):

5.2 Payment Terms: Provider will invoice Client in accordance with the billing frequency specified: . Invoices are due within days of invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6. INTELLECTUAL PROPERTY

6.1 Ownership: Provider retains all right, title and interest in and to the Market Data and any proprietary formats, methodologies, source code and intellectual property used to produce or deliver the Market Data. No rights are conveyed to Client except for the limited license expressly granted herein.

6.2 Feedback: Any suggestions, enhancements or feedback provided by Client regarding the Market Data may be used by Provider without obligation to Client.

7. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidential Information: Each Party shall maintain in confidence and not disclose to third parties the other Party's Confidential Information, which includes the Market Data, pricing, and non-public business terms. Confidential Information does not include information that is or becomes public other than through a breach of this Agreement.

8. TERM AND TERMINATION

8.1 Term: This Agreement begins on the Effective Date and continues for an initial term of months, and thereafter will auto-renew for successive renewal terms of equal length unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

8.2 Termination for Cause: Either Party may terminate this Agreement on written notice if the other Party materially breaches and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

8.3 Effect of Termination: Upon termination, Client shall cease all use of the Market Data, return or destroy copies as directed by Provider, and pay all accrued fees through the effective date of termination. Sections governing Intellectual Property, Confidentiality, Indemnification and Limitation of Liability shall survive termination.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Mutual Representations: Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Provider Warranty: Provider represents that it will use commercially reasonable efforts to deliver Market Data consistent with industry standards. Provider does not warrant that Market Data is error-free, uninterrupted, or suitable for any particular purpose.

9.3 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Client Indemnity: Client shall indemnify, defend and hold harmless Provider and its Affiliates from and against any third-party claims arising out of Client's misuse of the Market Data, breach of this Agreement, or incorporation of Market Data into products redistributed in violation of this Agreement.

10.2 Provider Indemnity: Provider shall indemnify Client against third-party claims alleging that the Market Data as provided by Provider infringes intellectual property rights of a third party; provided that Provider is given prompt notice and sole control of the defense and any settlement.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

11.2 EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. NOTICES

12.1 All notices, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and will be deemed given upon receipt.

13. AMENDMENTS, WAIVER AND COUNTERPARTS

13.1 Amendments: No amendment or modification of this Agreement will be effective unless in writing and executed by authorized representatives of both Parties.

13.2 Waiver: No waiver of any provision will be effective unless in writing. A waiver of any breach will not constitute a waiver of any other breach.

13.3 Counterparts: This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument. Signatures delivered by electronic means shall be binding.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. Governing jurisdiction:

14.2 Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect.

14.3 Entire Agreement: This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral.

15. MISCELLANEOUS

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

15.2 Subprocessors and Third-Party Providers: Provider may engage subcontractors to perform delivery and processing services provided that Provider remains responsible for performance and compliance with this Agreement.

SIGNATURES

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