Supply Chain Data Supply Agreement

SUPPLY CHAIN DATA SUPPLY AGREEMENT

This Supply Chain Data Supply Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Supplier collects, aggregates, and maintains certain operational and transactional supply chain data described herein for use in supply chain management, forecasting, compliance, and related analytics; and

WHEREAS, Recipient requires access to such supply chain data to support its business operations and has requested the supply of such data from Supplier under the terms and conditions of this Agreement; and

WHEREAS, Supplier is willing to supply and Recipient is willing to receive the supply chain data on the terms and conditions set forth in this Agreement.

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Data" means the supply chain data supplied by Supplier to Recipient under this Agreement; "Confidential Information" means information designated as confidential or that reasonably should be considered confidential given its nature and the circumstances of disclosure; "Delivery" means the transfer of Data in the format and by the method specified in Section Delivery and Format.

SCOPE OF WORK

Supplier shall supply the Data as described above in accordance with the Data Format: and Delivery Frequency: .

PAYMENT TERMS

In consideration for the supply of Data, Recipient shall pay Supplier the fees set forth below. Fees shall be exclusive of any taxes for which Recipient is responsible.

Late payments shall accrue interest at the rate of on the outstanding balance or the maximum rate permitted by law, whichever is lower. Recipient shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other in strict confidence, to use such Confidential Information only for the purposes of performing its obligations under this Agreement, and to restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations consistent with this Agreement. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, or is independently developed without use of the other party's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall return or, at Supplier's election, securely destroy all Confidential Information supplied by Supplier, except to the extent retention is required by law in which case Recipient shall continue to protect such information in accordance with this Agreement.

DATA SECURITY AND PRIVACY

Supplier shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the Data, including measures designed to prevent unauthorized access, disclosure, alteration or destruction. Supplier represents that Data will be handled in compliance with applicable data protection and privacy laws.

INTELLECTUAL PROPERTY; LICENSE

Supplier retains all right, title and interest in and to the Data and any underlying intellectual property. Subject to payment of fees and compliance with this Agreement, Supplier grants Recipient a non-exclusive, non-transferable, revocable license to use the Data solely for Recipient's internal business purposes as expressly permitted by this Agreement. Recipient shall not redistribute, sublicense, sell or otherwise provide the Data to third parties except as expressly permitted in writing by Supplier.

WARRANTIES; DISCLAIMER

Each party represents that it has the full right, power and authority to enter into this Agreement. Supplier warrants that it has the legal right to supply the Data and that to its knowledge the delivery of the Data does not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DATA IS PROVIDED "AS IS" AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of this Agreement, whether in contract, tort or otherwise, even if advised of the possibility of such damages. Each party's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the amounts actually paid by Recipient to Supplier under this Agreement during the twelve (12) months preceding the claim. Recipient shall indemnify, defend and hold Supplier harmless from any third-party claims arising from Recipient's misuse of the Data or its breach of this Agreement.

AUDIT RIGHTS

Supplier may, at Supplier's expense and not more than once per year unless reasonably necessary, audit Recipient's use of the Data to verify compliance with this Agreement. Supplier shall provide reasonable prior notice and conduct audits during normal business hours to minimize disruption. If an audit reveals material noncompliance, Recipient shall promptly remedy such noncompliance and reimburse Supplier for reasonable audit costs.

BREACH; REMEDIATION

Upon discovery of any actual or suspected unauthorized access or disclosure of Data, the party discovering the incident shall promptly notify the other party and take immediate steps to investigate and remediate the incident. The notifying party shall provide timely updates and shall cooperate with reasonable remedial measures, including notification to affected persons where legally required.

EXPORT CONTROLS; COMPLIANCE WITH LAW

Each party shall comply with all applicable export control, trade sanctions, anti-bribery and anti-corruption laws in connection with its performance under this Agreement. Recipient shall not use or transfer the Data in a manner that violates applicable export control or sanctions laws.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may designate by notice hereunder.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Sign Now