Professional Data Services Agreement

PROFESSIONAL DATA SERVICES AGREEMENT

This Professional Data Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at . Client and Service Provider are each a Party and collectively the Parties to this Agreement.

RECITALS

WHEREAS, Client desires to engage Service Provider to perform data-related services, including collection, processing, analysis and delivery of data and related reports, as further described in Section 1 (the Services); and

WHEREAS, Service Provider represents that it possesses the technical capability, personnel, systems and safeguards necessary to provide the Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the Services, data handling, delivery, payment and confidentiality.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the data services described in the Statement of Work attached hereto as Exhibit A (the SOW) and incorporated herein. A brief description of the primary Services is: . Service Provider shall perform the Services with commercially reasonable skill and care in accordance with industry standards.

1.2 Changes. Either Party may request changes to the Services. Material changes affecting scope, schedule or fees shall be performed only upon written change order signed by authorized representatives of both Parties.

1.3 Acceptance. Deliverables submitted by Service Provider shall be subject to Client acceptance testing for a period of days following delivery. If Client provides written notice of nonconformance during the acceptance period, Service Provider shall correct such nonconformance at no additional cost.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months (the Initial Term), unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall automatically renew for successive periods of months unless either Party provides written notice of nonrenewal at least days prior to the end of the then-current term.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in the SOW. The initial estimated total fee for Services is (in U.S. dollars), subject to adjustments by written change order.

3.2 Invoicing and Payment Terms. Service Provider shall invoice Client as specified in the SOW. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Past due amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.3 Taxes. Client shall be responsible for all taxes, duties and governmental charges payable with respect to the fees, excluding taxes based on Service Provider's net income.

4. DATA HANDLING, PRIVACY AND SECURITY

4.1 Data Categories and Purpose. Service Provider may receive, collect, use, or process the following categories of data:

The purpose of processing is:

4.2 Processing Instructions and Limitations. Service Provider shall process data only on documented instructions from Client and shall not retain Personal Data beyond the period necessary to fulfill the Services except as required by applicable law. Service Provider shall not sell or otherwise monetize Client data.

4.3 Security Measures. Service Provider shall implement and maintain appropriate technical and organizational measures to protect the data, which shall include the following minimum measures (check all that apply):

Encryption of data at rest and in transit    Role-based access controls    Audit logging and monitoring

Additional measures and a detailed security description:

4.4 Subprocessors. Service Provider shall obtain Client's prior written consent before engaging subprocessors to process Personal Data, and shall impose contractual obligations on such subprocessors no less protective than those in this Agreement.

5. CONFIDENTIALITY

5.1 Definition. Confidential Information means all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, data, pricing, and technical information.

5.2 Obligations. Each Party shall: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) limit access to Confidential Information to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party retains all right, title and interest in its pre-existing intellectual property and technology (Background IP). Nothing in this Agreement transfers ownership of Background IP.

6.2 Deliverables. Subject to Client's payment of all fees due, Service Provider hereby assigns to Client all right, title and interest in the deliverables specifically developed for Client under this Agreement, excluding Service Provider's pre-existing tools, libraries and methodologies. To the extent assignment is ineffective, Service Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use such deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and that performance will not violate any applicable law or agreement.

7.2 Service Provider Warranties. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. The liability cap amount may be specified here:

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Service Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, provided that Client: (a) promptly notifies Service Provider in writing of any claim; (b) gives Service Provider sole control of the defense and settlement; and (c) provides reasonable cooperation.

9.2 By Client. Client shall indemnify Service Provider for claims arising from Client's misuse of the deliverables, Client-provided data that infringes third-party rights, or Client's breach of this Agreement.

10. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability/errors and omissions insurance with minimum limits of , and shall provide certificates of insurance upon Client's request.

11. SUBCONTRACTING; ASSIGNMENT

11.1 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor's performance and compliance with this Agreement.

11.2 Assignment. Neither Party may assign this Agreement or its rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to a successor in interest by merger or sale of substantially all of its assets.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by written notice). Notices may be delivered by personal delivery, certified mail (return receipt requested), or overnight courier.

13. AMENDMENTS; WAIVER; SEVERABILITY; GOVERNING LAW

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision achieving, to the extent possible, the Parties' intent.

13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

14. ENTIRE AGREEMENT; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with the SOW and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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