Product Information Management Template

Product Information Management Template

Client Name:    Provider Name:

Recitals

WHEREAS, Provider maintains product data management systems and services for collecting, organizing, enriching and distributing structured and unstructured product information; and

WHEREAS, Client desires Provider to implement a product information management structure for the product(s) listed herein, and Provider agrees to deliver the services and documentation described in this Template under the terms set forth below; and

WHEREAS, the parties intend for this Template to define data elements, responsibilities, and governance required to ensure consistent, auditable and legally compliant product information across Client channels.

Product Record — Identification

Attributes & Specifications

Commercial & Inventory Details

Compliance, Warranties & Restrictions

Governance, Ownership & Change Management

Scope of Work

Provider shall perform the following services to create and maintain the product information record, including data ingestion, normalization, enrichment, validation, and distribution to the channels checked above. Provider shall also deliver documentation of data mappings, attribute definitions, and governance procedures as required by Client.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for services described in this Template. Fees are due in accordance with the schedule and are exclusive of taxes for which Client is responsible.

Term and Termination

This Template commences on the Start Date and continues until the End Date unless earlier terminated as provided below. Either party may terminate for material breach following written notice and a reasonable cure period.

Start Date:    End Date:

Confidentiality

Each party shall keep confidential all non-public business, technical, and product data and documentation disclosed by the other party in connection with this Template (Confidential Information). Confidential Information shall not be disclosed except to employees, contractors and advisors who require access to perform the obligations hereunder and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Template or that is independently developed without use of the other party's Confidential Information.

Intellectual Property & Data Ownership

Client retains all right, title and interest in and to Client Data provided to Provider. Provider may use aggregated, anonymized metadata derived from Client Data for Provider's internal analytics and service improvement, provided such use does not identify or disclose Client or Client Data. Deliverables specifically created for Client under this Template are assigned to Client upon full payment, except for Provider pre-existing tools, software and methodologies which remain Provider's sole property and are licensed to Client on a non-exclusive, non-transferable basis.

Governing Law

This Template shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

Representations & Warranties

Each party represents that it has full power and authority to enter into this Template and to perform its obligations. Provider warrants that services will be provided in a professional manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, neither party's aggregate liability related to this Template shall exceed the amounts actually paid by Client to Provider under this Template in the twelve (12) months preceding the claim.

Entire Agreement

This Template, including all exhibits and attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses provided by each party. If any provision is held invalid, the remainder shall remain enforceable. Neither party may assign this Template without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Signatures

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