Market Research Rider

MARKET RESEARCH RIDER

This Market Research Rider ("Rider") is entered into effective as of and is attached to and forms part of the Master Agreement referenced below between:

WHEREAS

WHEREAS, Client and Contractor are parties to the Master Agreement referenced above, under which Contractor provides research, analysis, and related services; and

WHEREAS, Client desires to obtain certain market research services and deliverables as specified in this Rider, and Contractor has the capability and agrees to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend this Rider to supplement and modify the Master Agreement solely with respect to the market research engagement described below.

1. SCOPE OF WORK

Contractor shall perform the market research services described in this Section and in any Statements of Work issued under this Rider. Contractor will use commercially reasonable efforts to deliver the Services and Deliverables in accordance with the schedule and specifications agreed by the parties.

2. TERM AND TERMINATION

The term of this Rider shall commence on the Start Date and, unless earlier terminated in accordance with this Rider, shall expire on the End Date.

Start Date:     End Date:

Either party may terminate this Rider for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Rider and fails to cure within days after written notice.

3. COMPENSATION AND PAYMENT TERMS

As consideration for the Services, Client shall pay Contractor in accordance with this Section. Payment shall be made in United States dollars unless otherwise agreed in writing.

Contractor shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, invoices are due within days of receipt. Disputed amounts shall be notified in writing within ten (10) days and the undisputed portion shall remain payable.

4. EXPENSES

Client will reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in performance of the Services. Pre-approval shall be obtained in writing for any single expense in excess of . Reimbursable expenses must be accompanied by receipts.

5. CONFIDENTIALITY AND DATA PROTECTION

Each party acknowledges that in the performance of this Rider it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, raw research data, personally identifiable information of research participants, respondent contact information, and any reports or analyses arising from the Services.

Contractor shall (a) use Confidential Information solely for performance of the Services; (b) maintain reasonable administrative, technical and physical safeguards to protect Confidential Information; (c) not disclose Confidential Information to third parties except to subcontractors who have executed written confidentiality obligations no less protective than this Rider; and (d) promptly notify Client of any unauthorized access or disclosure.

Contractor shall comply with applicable data protection and privacy laws, obtain any necessary consents from research participants, and de‑identify personal data before including it in aggregated deliverables unless Client expressly requires identifiable data and assumes responsibility for compliance.

Yes    No

6. DATA AND INTELLECTUAL PROPERTY

Subject to Contractor's ownership of its background intellectual property and methodologies, all raw data and final Deliverables produced specifically for Client under this Rider shall be owned by Client upon full payment. Contractor hereby assigns to Client all right, title and interest in and to such Deliverables, and grants Client a perpetual, worldwide, royalty‑free license to use Contractor background IP solely as incorporated in Deliverables. Contractor retains the right to use anonymized, aggregated results for internal portfolio, benchmarking and marketing purposes provided no Confidential Information is disclosed.

7. REPRESENTATIONS, WARRANTIES, INSURANCE, AND INDEMNIFICATION

Each party represents that it has the authority to enter this Rider. Contractor represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Contractor shall maintain insurance customary for market research engagements, including commercial general liability and professional liability coverage, and shall provide evidence of such insurance upon request.

Each party shall indemnify, defend and hold harmless the other from third‑party claims arising from its breach of this Rider or its negligent or willful misconduct, subject to limitations agreed in the Master Agreement. The aggregate liability of Contractor for claims arising out of this Rider shall not exceed unless otherwise agreed in writing.

8. CHANGES; ADDITIONAL WORK

Any material change to the Scope of Work, sample size, deliverables or schedule shall be documented in a written change order signed by authorized representatives of both parties. Additional work beyond the agreed Scope of Work shall be billed at the rates set forth in the Master Agreement or as otherwise mutually agreed in writing.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; ORDER OF PRECEDENCE

This Rider, together with the Master Agreement and any incorporated Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. In the event of any conflict between the terms of this Rider and the Master Agreement, the terms of this Rider shall govern solely with respect to the market research services described herein.

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