Market Research Application

MARKET RESEARCH APPLICATION AND SERVICES AGREEMENT

This Market Research Application and Services Agreement (the Agreement) is entered into by and between Client Name: and Research Provider: .

WHEREAS

WHEREAS, Client seeks to obtain quantitative and/or qualitative market research services to inform business decisions, product development, marketing, or related purposes; and

WHEREAS, Research Provider represents that it has the personnel, methodology, and resources necessary to design, execute and deliver market research in accordance with the Scope of Work set forth below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Research Provider will perform the requested market research and Applicant seeks approval to proceed under the terms contained herein.

APPLICATION INFORMATION

SCOPE OF WORK

Research Provider will perform the services described below and in any attached project appendices. The Scope of Work will include research objectives, methodology, sample specifications, instrument development, fieldwork, data processing and delivery of final deliverables as described.

Online survey    Focus groups    In-depth interviews    Panel sampling    Other:

PAYMENT TERMS

Client agrees to pay Research Provider the fees set forth below in consideration for the services performed. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. Research Provider may suspend services for invoices outstanding more than days after notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the services or until earlier terminated pursuant to the provisions below.

Start Date: . End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Termination for cause may be effected immediately upon written notice for material breach that is not cured within 15 days following notice.

CONFIDENTIALITY AND DATA PROTECTION

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including research data, participant lists, deliverables, methodologies, pricing and business strategies. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or subcontractors with a need to know and subject to confidentiality obligations no less protective than those herein; and (c) employ reasonable technical and organizational measures to protect Confidential Information against unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iii) was rightfully known to the receiving party prior to disclosure. Remedies for breach shall include injunctive relief and any other remedies available at law or in equity.

Data Retention Period: . Research Provider shall delete or return personal data at Client's direction upon completion of services, subject to archival or legal retention obligations.

INTELLECTUAL PROPERTY & DELIVERABLES

Subject to Client's payment in full, Research Provider hereby grants Client a non-exclusive, worldwide, perpetual license to use the final deliverables for Client's business purposes. Research Provider retains ownership of pre-existing materials, methodologies, proprietary tools and templates. Any jointly created intellectual property shall be owned as set forth in a separate written agreement or, absent such agreement, owned by Client to the extent created specifically for Client and paid for in full.

COMPLIANCE, REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will comply with applicable laws and regulations. Research Provider further warrants that fieldwork will be conducted in a professional manner consistent with industry standards and that it will obtain and document informed consent from research participants where required.

Recording Consent Obtained: Research Provider confirms that appropriate consents for recordings or identifiable data have been or will be obtained prior to collection.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any incorporated appendices, attachments or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGEMENTS AND CERTIFICATION

By signing below, the undersigned certify that the information provided in this application is true and complete to the best of their knowledge, that they are authorized to bind the party for whom they sign, and that they accept the terms and conditions set forth in this Agreement.

Applicant acknowledges that submission of this application does not constitute commencement of services until an executed Agreement and receipt of any required deposit or initial payment as set forth in the Payment Terms.

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