Market Research Form

MARKET RESEARCH FORM

Parties and Administration

Recitals

WHEREAS, the Client, represented above, desires to obtain market research services to inform strategic decisions and product positioning; and

WHEREAS, the Research Provider is engaged in the business of designing and conducting primary and secondary market research, and represents that it has the requisite expertise, personnel, and facilities to perform the services described in this Market Research Form; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows, effective as of .

Scope of Work

The Research Provider will perform the services described below. The Provider shall deliver the research services in a professional manner consistent with industry standards and applicable law.

Payment Terms

The Client shall pay the Research Provider the fees set forth below in consideration for the services and deliverables described in the Scope of Work.

All amounts are exclusive of taxes. The Client is responsible for any applicable sales, use, value-added, or similar taxes, except taxes based on the Research Provider's net income.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective termination date. Either party may terminate immediately upon written notice for material breach if the breach remains uncured for more than 15 days following written notice of such breach. Upon termination, the Client shall pay the Provider for all services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party (a "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (a "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or order of a court or regulatory authority.

The Receiving Party may use Confidential Information only to perform its obligations under this Agreement. Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party, except that the Receiving Party may retain one archival copy for compliance and legal purposes.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, the Research Provider grants the Client a perpetual, non-exclusive, worldwide license to use the final deliverables for Client's internal business purposes. The Provider retains ownership of underlying methodologies, templates, and pre-existing intellectual property. For any transfers of ownership, the parties must execute a written assignment specifying scope and consideration.

Representations, Warranties and Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. The Research Provider warrants that services will be performed in a professional manner consistent with industry standards. The Research Provider does not warrant results or particular business outcomes. Each party shall indemnify and hold harmless the other from claims arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Research Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Any dispute related to this Agreement shall be resolved in the state or federal courts located within that jurisdiction.

This Agreement, including all exhibits, attachments, and any executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Compliance and Certifications

The Research Provider certifies that any research involving human subjects will be conducted in accordance with applicable ethics and privacy standards. Where required, the Provider will obtain informed consent from participants and maintain records evidencing such consent.

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