This is an agreement between two companies for the management and storage for
proprietary information. A data management company is contracted to coordinate and
maintain the proprietary information of another company. The parties can customize
this agreement to define the specific services the data management company will
provide under “Exhibit A” of this agreement. Additionally, a fee and payment schedule
can be specified under “Exhibit B” of this agreement. This agreement can be used by
small businesses that provide data management services, or by small businesses that
want to hire a data management agency to coordinate, organize, and manage their
Services Agreement for Proprietary Data Management System
This agreement is entered as of _________________, [Instruction: Insert date.] by and between
__________________, [Instruction: Insert hiring company name.] a _____ [Instruction:
Insert company formation information.] ("Company"), and _______________________,
[Instruction: Insert data services company name.] a ______ [Instruction: Insert data
services company formation information.] ("Data Management Agency") (“Agreement”).
WHEREAS Company wishes to outsource certain of its data management needs; and
WHEREAS the parties hereto understand, acknowledge and agree that certain of Company’s
data management needs will include certain proprietary data; and
WHEREAS the parties hereto understand, acknowledge and agree that maintaining the
confidential nature and security of such proprietary data is a condition precedent to entering into
this contract; and
WHEREAS Data Management Agency is in the business of providing such data services and
wishes to assume such obligations.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.
1. Data Management Agency shall perform the following tasks (each, an “Outsourced Service”
and collectively, the “Outsourced Services”), as Company’s agent:
A. Data Management Agency will establish and maintain an organization and
process to provide proprietary data management services to Customer as more
fully set forth in Exhibit A-Proprietary Data Management ServicesExhibit A-.
Such management services may generally include such items as maintenance of a
disaster recovery plan for Company in the occurrence of a disaster situation,
database replication and routine system backup. [Comment: Parties may wish to
more fully set forth the types of services to be provided here. Parties may
wish to consider including a schedule of when/if Company will perform
routine data maintenance checks.]
2. Data Management Agency will provide the Outsourced Services upon the following schedule
______. [Comment: Insert the agreed upon times.]
3. Data Management Agency shall be paid for the Outsourced Services according to the fee and
payment schedule set forth as Exhibit B-Fee and Payment Schedule.
4. This Agreement shall commence on the date hereof and shall continue for a period of one (1)
year from the date hereof (the "Initial Term"). This Agreement shall automatically be
extended for successive one (1) year terms (each a "Renewal Term") unless either party gives
the other written notice of its intention not to extend this Agreement at least ninety (90) days
prior to the end of the then current term, or unless terminated as provided elsewhere herein
(the Initial Term, together with each Renewal Term, if any, being collectively referred to
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herein as the "Term"). Any time after expiration of the Initial Term, Data Management
Agency may change the prices and terms on which Outsourced Services will be provided by
providing at least one hundred twenty (120) days prior written notice to Company (the "Fee
Notice Period"). Company shall have the right, in its sole discretion, to reject such changes
and, in such case; this Agreement shall automatically terminate without penalty to either
party upon expiration of the Fee Notice Period. [Instruction: Parties may revise the
language set forth in this paragraph to reflect their agreement.]
5. The parties hereto agree that Data Management Agency’s performance of some or all of the
Outsourced Services hereunder may be terminated as set forth herein. It is parties’ mutual
understanding that a termination of provision of one Outsourced Service shall not be deemed
a termination of provision of any or all other types of Outsourced Services set forth herein.
In the event provision of one type of Outsourced Service is terminated, provision of all other
types of Outsourced Services shall be ongoing, unless separately terminated pursuant to the
terms of this Agreement by the terminating party.
6. Company shall permit reasonable access for Data Management Agency to its facilities in
connection with work hereunder as required. No charge shall be made for such visits.
7. Data Management Agency will undertake all reasonable efforts to provide data management
services pursuant to the terms of this Agreement but Data Management Agency does not
guarantee that the any such service will be error-free. Data Management Agency will
undertake all reasonable efforts in providing its services pursuant to the terms of this
Agreement to ensure no data is deleted or otherwise lost which cannot be recovered by Data
Management Agency. Data Management Agency will also undertake all reasonable efforts
in providing its services pursuant to the terms of this Agreement to ensure all proprietary
information is kept confidential, to the extent so required hereunder. Data Management
Agency shall not be held responsible for the actions (whether intentional or unintentional, in
good faith or otherwise) of any of Company’s employees (which shall include for purposes
of this Agreement, Company’s employees, contractors, directors and agents) with respect to
saving or backing up of data, or other utilization of any system for which Data Management
Agency provides Outsourced Services hereunder which may cause such system, or computer
to make any data obsolete. THE FOLLOWING WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, CONDITIONS OR PROMISES TO CUSTOMER OR ANY
THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR
TRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND
MAINTENANCE ARE PROVIDES 'AS IS'. Data Management Agency is not liable for
incidental, special or consequential damages for any reason (including loss of data or other
business or property damage), even if foreseeable or if Company has advised of such a claim.
Data Management Agency’s liability shall not exceed the fees that Company has paid under
this agreement. Company agrees that the pricing for the services would be substantially
higher but for these limitations.
8. Company hereby understands, acknowledges and agrees that in any data management
system, a potential for data loss exists.
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9. Company hereby understands, acknowledges and agrees it shall be solely responsible to
ensure any data to be updated is provided timely to Data Management Agency. Data
Management Agency shall bear no liability for failure to fulfill its obligations hereunder with
respect to such data in any event such data is not provided to it for management.
10. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of the Company, the Data Management Agency (including for
purposes hereof, its employees, agents, representatives, consultants and contractors) shall not
directly or indirectly use, disclose, disseminate or otherwise reveal any proprietary and/or
confidential information obtained in performing its obligations hereunder, including but not
limited to information regarding Company personnel, and shall not reveal any such
proprietary and/or confidential information, for whatever reason, except as otherwise
required by law or lawful court order. Upon termination or expiration of this Agreement for
any reason whatsoever, Company and Data Management Agency shall leave with or return to
the other all documents, records, notebooks, computer files, and similar repositories or
materials containing proprietary and/or confidential information of the other party and such
other party's affiliates, including any and all copies thereof. Any data managed pursuant to
this Agreement is and shall remain the exclusive property of Company, and Company shall
retain any and all applicable rights in and to such data.
11. With respect to all matters relating to this Agreement, Data Management Agency shall be
deemed to be an independent contractor. Data Management Agency shall not represent itself
or its organization as having any relationship to Company other than that of an independent
agent for the limited purposes described in this Agreement. Nothing in this Agreement shall
be deemed to create any joint-venturer, employee-employee relationship or partnership
agreement between the parties hereto.
12. [Comment: Parties may wish to discuss and include here mutual indemnification
language with respect to potential claims regarding the provision of the specified
services, and specifically, the potential for disclosure of confidential information
(including but not limited to, personnel personally identifying information and/or credit
card information, if collected. As the scope of indemnification language is very broad,
no specific language is included herein.]
13. In the event of litigation to resolve a dispute pursuant to this Agreement, the prevailing party
shall be entitled to collect reasonable attorney’s fees and costs in addition to any judgment.
14. This Agreement shall remain in effect for the t