Market Research Survey

MARKET RESEARCH SURVEY AND SERVICES AGREEMENT

This Market Research Survey and Services Agreement ("Agreement") is entered into as of by and between:

Research Provider:   Address:

Client:   Address:

WHEREAS

WHEREAS, Research Provider is engaged in the business of designing, conducting and analyzing market research surveys and has the personnel, methodologies and facilities to perform such services; and

WHEREAS, Client desires to retain Research Provider to conduct a market research survey described in this Agreement and to receive related deliverables, and Research Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, payment, confidentiality and other material terms governing the conduct and use of the survey and resulting data.

SCOPE OF WORK

Research Provider will design, administer and analyze the market research survey (the "Survey") for the Client in accordance with the specifications below and any mutually agreed written attachments. Deliverables shall include data files, tabulations, and a final written report.

PAYMENT TERMS

Client shall pay Research Provider fees for services and deliverables in accordance with the amounts and schedule below. Fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated as provided below.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, and survey data disclosed by one party to the other in connection with this Agreement. Recipient shall protect Confidential Information with the same standard of care it uses to protect its own confidential information, but no less than reasonable care.

Obligations: Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions include information that (i) was already rightfully known to Recipient without restriction; (ii) is or becomes publicly known through no breach by Recipient; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

DATA OWNERSHIP AND USE

Unless otherwise agreed in writing, Client shall own the non-identifiable, aggregated survey results and final report deliverables produced under this Agreement. Research Provider shall own any underlying methodologies, proprietary tools, code, and non-client-specific know-how used to produce deliverables.

Research Provider will de-identify or anonymize personal respondent data prior to delivery unless Client expressly requests identifiable data and obtains any required consents from respondents.

Yes – Research Provider will remove direct identifiers prior to delivery.    No – Deliver identifiable respondent records (Client must document legal basis).

Research Provider may share aggregated, non-identifiable results with third parties for benchmarking and internal research.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Research Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, RESEARCH PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from claims arising from the indemnifying party's negligence, willful misconduct, or breach of its representations, including failure to obtain required permissions for respondent contact where applicable.

LIMITATION OF LIABILITY

Neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from this Agreement. Aggregate liability for direct damages shall not exceed the total fees paid by Client to Research Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any written attachments and invoices incorporated by reference, 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 oral or written. Any amendment must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party except to a successor by merger or sale of substantially all assets.

Notices: Notices must be in writing and delivered to the addresses set forth above unless a party provides a different address in writing.

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