Market Research Profile Agreement

MARKET RESEARCH PROFILE AGREEMENT

This Market Research Profile Agreement (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client seeks to obtain a Market Research Profile describing consumer behaviors, demographics, and related analytic observations (the "Profile") to inform Client's business and marketing strategy; and

WHEREAS, Provider is engaged in the business of collecting, compiling and analyzing market and consumer data and has represented that it possesses the expertise, personnel and systems necessary to prepare and deliver the Profile; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will prepare, deliver and license the Profile to Client.

SCOPE OF WORK

Provider shall perform the services and deliver the materials described below. Provider will gather and analyze data, prepare written and/or visual outputs, and deliver an electronic Profile in the formats specified.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Services and Deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

Provider's pre-approved out-of-pocket expenses will be reimbursed by Client:   Reimbursable

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, raw datasets, respondent-level information, analytical methods, and pricing.

Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party except as expressly permitted herein; and (c) use the Confidential Information solely to perform its obligations under this Agreement. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes public other than by a breach of this Agreement, is independently developed by the receiving party, or is rightfully received from a third party without breach of obligation.

DATA USE, OWNERSHIP AND INTELLECTUAL PROPERTY

Provider retains ownership of proprietary methodologies, analytic templates, and aggregated non-identifiable datasets used or developed in connection with the Services. Client is granted a non-exclusive, non-transferable license to use the delivered Profile for its internal business purposes only, subject to confidentiality and any restrictions set forth herein.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or a party's breach of Confidentiality or intellectual property ownership obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the liability cap stated above.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement.

COMPLIANCE WITH LAWS & DATA PROTECTION

Each party shall comply with applicable laws and regulations relating to privacy and data protection. Provider shall not disclose or transfer personally identifiable respondent-level data to Client except as expressly permitted in writing and only to the extent lawful. Where personal data is transferred, Provider shall implement and maintain commercially reasonable security measures.

NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction indicated below, without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between executive officers. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work or attachments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. If any provision is held invalid, the remainder shall continue in full force and effect.

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