These Terms and Conditions for Multi-Customer Services (“MCS Terms”), dated as of [DATE] (“Effective Date”), are entered into by and between Kantar LLC, with its principal place of business at 3 World Trade Center, 175 Greenwich Street, New York, NY 10007 and [CLIENT], with its principal place of business at [ADDRESS].

In consideration of the mutual covenants and undertakings contained in this Agreement, and intending to be legally bound, Kantar and Client agree as follows:

DEFINITIONS AND INTERPRETATION. 

“Affiliate” means any entity which, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control and in the case of Kantar, is incorporated and trading under the Kantar brand in the United States from time to time, excluding Worldpanel. An entity that otherwise qualifies under this definition will be included within the meaning of “Affiliate” even though it qualifies after the execution of this Agreement.
“Agreement” means these MCS Terms, including, without limitation, all Exhibits together, forming one complete agreement provided, however, that for each Order Document, reference to Agreement shall be construed solely as a reference to the Agreement between the specific entities that execute that Order Document and shall be deemed to incorporate the terms and conditions of this Agreement as though such provisions were set forth in their entirety in the Order Document. 

“Client” means       or an Affiliate that is a signatory to an Order Document.

“Client Materials” means any Materials provided by Client to Kantar.

“Confidential Information” means the subject matter of and the terms and conditions of this Agreement, any proposals, Order Documents, Kantar Materials, Client Materials, all information and data not in the public domain, including, algorithms, source code and object code and the know-how and trade secrets relating to, contained or embodied in the products or the business of Kantar or Client, or any other non-public information (including client and customer lists, proprietary research, contractual and financial information) whether communicated orally, visually or in writing, or in any other recorded or tangible form, provided that such information is marked or otherwise identified as confidential by the disclosing party, or if, due to the nature of the information or the disclosure, such information would reasonably be understood to be confidential. Confidential Information shall not include (a) information which, at the time of disclosure, is already in possession of the receiving party not under a duty of non-disclosure; (b) information which is in the public domain other than due to a breach of confidentiality by the receiving party; (c) information provided to the receiving party by a third party not subject to a duty of confidentiality; or (d) information which the receiving party develops independently without breach of this Agreement.

“Control” means (a) possession, direct or indirect, of the power to direct the management of such entity, whether through ownership of voting securities, by contract relating to voting rights, or otherwise or (b) ownership, direct or indirect, of more than 50% percent of the outstanding voting securities or other ownership interest of such entity. 

"Feedback" means all suggestions, comments recommendations, improvements or any other feedback based on the Multi-Customer Services provided by Client to Kantar. 

“Force Majeure” means an occurrence beyond the control and without the fault or negligence of the party affected and which the party is unable to prevent or provide against by the exercise of reasonable diligence including acts of government, war, terrorism, rebellion, flood, fire, explosions, earthquakes.

“IP Rights” means all trade secrets, patents, rights to inventions, copyright (including rights in computer software), moral rights, database rights, utility models, rights in designs, trademarks, service marks, internet domain names, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not), rights in goodwill, or to sue for passing off, and all other proprietary rights and other similar or equivalent rights or forms of protection in each case whether registered or unregistered and including all applications (or rights to apply) for, for renewals and extensions of, such rights as may now or in the future exist anywhere in the world. 

“Kantar” means either Kantar LLC, or its Affiliate that is a party to a fully executed Order Document.

“Kantar Materials” means (a) Materials belonging to Kantar which exist at the date of execution of an Order Document, (b) proposals and designs for studies incorporated in an Order Document and (c) data and content developed or collected by or licensed to Kantar prior to or outside the scope of this Agreement or having a generic nature or otherwise being of general applicability to Kantar’s business. All copies, reproductions, improvements, modifications, adaptations, translations, Feedback and all other derivative works of, based on or otherwise using any Kantar Materials are themselves also Kantar Materials.

“Materials” means information, output, documents, reports, data, programs, plans, products, advertising materials (including appended data, information databases, calculated scores and specialized database applications), software, algorithms, source code, object code, research tools, product taxonomies and dictionaries, analytical techniques and frameworks, methodologies, norms, formulae, works, questionnaires, systems, computer programs, including application software, platforms, enhancements, supporting documentation and other work processes and information, whether in hard copy or digital format. 

“Multi-Customer Services” means the non-custom continuous market research service using Kantar Materials and provided by Kantar to one or more clients, including without limitation, any syndicated service.

“Order Document” means the Statement of Work (“SOW”) or other document that describes the Multi-Customer Services purchased by Client pursuant to these MCS Terms and is entered into by Kantar and Client or their Affiliates, as appropriate. A template format for SOWs is attached as Exhibit A.

“Public Statement” means any advertising, marketing material, press releases, correspondence with any third parties or similar external, public-facing communications.

“Third-Party Materials” means any Materials to be acquired by Kantar from a third party in the provision of the Multi-Customer Services as expressly identified in the Order Document.

In this Agreement, unless the context otherwise requires: (a) the words and expressions “other”, “including” and “in particular” (or any similar word or expression) do not limit the generality of any preceding words, and (b) any reference to a “Section” or “Exhibit” is (respectively) to a section of, or exhibit to, this Agreement.

1.	Term and Termination

1.1.	Term.  This Agreement shall commence as of the Effective Date and shall continue in effect until the earlier of (a) completion of all Multi-Customer Services, as specified in an Order Document (“Term”) or (b) termination in accordance with Section(s) 1.2 or 1.3.

1.2.	Termination.  Either party may terminate this Agreement if (a) a party breaches a material obligation of this Agreement and fails to remedy the breach within 30 days of written notice being given to the breaching party, or (b) a party becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, or has a receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution for the winding-up, bankruptcy or dissolution of the other party, or the other party suffers any similar process under the law of the place of its jurisdiction.

1.3.	Termination of Multi-Customer Services.  If Kantar is unable or finds it impracticable to continue the Multi-Customer Services, in whole or in part, Kantar shall be entitled to terminate the License (as defined in Section 6.1 below) by giving 30 days’ written notice at any time. 

1.4.	Effect of Termination.  Upon the termination of this Agreement or any Order Document for any reason, Client shall continue to owe and shall remain liable for any and all Services rendered, Deliverables delivered and any pre-approved out of pocket expenses incurred (on behalf of Client) by Kantar for which Client has not yet rendered payment, including, without limitation, Third Party Materials and non-cancellable third party charges for services that Kantar has obtained or committed to obtain on Client’s behalf prior to the effective date of termination. In the event that an Order Document expires or is terminated, but Client continues to access the Multi-Customer Services, the parties shall treat such Order Document, including all of its terms and conditions, as still in effect for as long as Client continues to access the Multi-Customer Services.
2.	Acceptance and Form of Order Documents

2.1.	Acceptance. Client shall accept the applicable Order Document by (a) signing such Order Document, or (b) upon presentation of the Order Document, indicating its acceptance of such Order Document by an action which causes Kantar to begin the work contemplated therein. Kantar shall not be required to commence the Multi-
Customer Services until it has received a fully executed Order Document. This Agreement shall apply to all Multi-Customer Services provided by Kantar to Client. 

2.2.	Form of Order Document. Order Documents shall be substantially in the form set out in Exhibit A and shall contain at least the following elements: (a) the scope and timetable of the Multi-Customer Services; (b) details of any Client Materials or Third Party Materials; (c) the fees, any pre-agreed expenses (or expenses estimates) and a payment schedule. 

3.	Obligations

3.1.	Kantar Obligations. Kantar shall (a) use commercially reasonable skill and care in providing the Multi-Customer Services and (b) provide personnel, if applicable, who shall be suitably skilled and qualified to perform the Services.

3.2.	Timeliness. Kantar will use commercially reasonable efforts to timely provide the Multi-Customer Services. However, Kantar shall not be liable for any failure to adhere to such milestones or timetables, or for any loss or damage suffered by Client, resulting from any delay caused directly or indirectly by any act or omission by the Client or by any third party. 

3.3.	Client Obligations. Client shall (a) brief Kantar as to its requirements or objectives prior to entering into an Order Document, and shall keep Kantar so briefed during the Term of any such Order Document, (b) cooperate with Kantar in all matters relating to the Multi-Customer Services and shall, at its own expense, supply Kantar with all Materials, Client Materials and Third Party Materials reasonably requested by Kantar from time to time for the proper provision of the Multi-Customer Services, (c) pay the fees and expenses promptly, and (d) respond to any request by Kantar for Materials or approval within any deadline reasonably required by Kantar to provide the Multi-Customer Services. 

4.	Fees and Payment Terms

4.1.	Fees.  Unless otherwise agreed to by the parties in writing, Kantar shall invoice Client annually, in advance, for the fees specified in the applicable Order Document. Any increase in fees, including but not limited to inflationary increases, shall be agreed to by the parties in writing in the applicable Order Document. The invoice shall itemize in reasonable detail all charges and shall be payable within 30 days from the date of the invoice. Any late payment shall entitle Kantar to suspend the Multi-Customer Services and charge interest at a rate of 1.5% per month, or the maximum permitted by law, whichever is higher. Client shall notify Kantar within 10 days from the date of receipt of an invoice if it rejects all or part of an invoice. Client shall provide written reasons for such rejection and the parties shall attempt in good faith to resolve any controversy or complaint within 30 days of the notification. Notwithstanding the foregoing, Client shall be obligated to timely pay any undisputed portion of the invoice.

4.2.	Taxes.  If any amount payable to Kantar pursuant to this Agreement is subject to all forms of tax, charge, duty, withholding, deduction, levy and governmental charge in the nature of tax whatsoever and whenever created, enacted or imposed by any governmental, state, federal, local municipal or other body, together with all related fines, penalties, interest, charges and surcharges, that amount shall be increased so as to ensure that the net amount received by Kantar shall, after tax, be equal to that which would have been received had the payment and any increased payment not been subject to tax.

4.3.	Change Due to Sale, Merger or Acquisition. In the event of a sale, merger or acquisition of, or by, Client that results in a change to the number of authorized users, logins, passwords or similar parameters with respect to Multi-Customer Services, the parties shall meet and confer in good faith regarding an appropriate adjustment to any fees due under this Agreement. 
5.	Intellectual Property Rights

5.1.	Client’s Ownership Rights.  Except as specifically set forth herein, Client has and reserves and retains sole and exclusive ownership of all right, title and interest in and to the Client Materials, including all IP Rights arising from the Client Materials. Client Materials are the Confidential Information of Client. Client grants Kantar a license to use, perform, display, execute, distribute, transmit, modify (including create derivative works), and import Client Materials for the purposes of performing the Multi-Customer Services. Client shall, upon receipt by Kantar of full payment for the Services under the applicable Order Document, be the sole and exclusive owner of all right, title and interest in and to the Conclusions (as defined in Section 10.2 below).

5.2.	Kantar’s Ownership Rights.  Kantar reserves sole and exclusive ownership of all right, title and interest in and to the Kantar Materials and Multi-Customer Services. Kantar may use Materials resulting from the Multi-Customer Services, or collected in the course of or in connection with providing the Multi-Customer Services, for (a) its own internal purposes, as part of its own databases and for purposes connected with its business, such as establishing industry norms and conducting case studies, (b) Kantar’s Multi-Customer Services which use aggregate statistics, (c) Kantar’s provision of products or services to publishers, or (d) as required by law or legal process. Notwithstanding the foregoing, any Materials derived from the Multi-Customer Services performed for Client and utilized by Kantar for its internal databases shall, at all times, be aggregated and/or anonymized. Kantar grants Client a worldwide, non-sublicensable, non-transferable, royalty free license during the Term to Kantar Materials necessary for Client to use the Multi-Customer Services solely for (y) internal purposes and not for publication or other distribution or communication to the public (unless expressly authorized in writing by Kantar); and/or (z) for the purposes of the relevant project and in the manner envisaged by the Order Document. 

5.3.	Third-Party Materials. Prior to the use of any Third-Party Materials for the purpose of a project, Kantar and Client shall agree on the basis and terms on which such Third-Party Materials shall be acquired. Where Third Party Materials are acquired under the terms of a license and Kantar has notified Client in writing of the terms of such license, Client agrees to abide by such license terms and acknowledges that any extension in term, territory or usage will be subject to the relevant third party’s consent. Where Order Document obliges Kantar to acquire Materials from members of the public, Kantar shall use commercially reasonable efforts to seek the appropriate consents for use of such Materials for the purposes contemplated by the Order Document. Kantar shall be deemed to have satisfied such obligation if it has asked the relevant members of the public to agree to relevant terms and conditions when submitting the Materials.   

5.4.	Publicity.  The parties shall be entitled to list the other as its supplier or client in marketing or promotional materials. Except for these rights, neither party shall have the right to use the other party’s name, trademarks, logos, or slogans without obtaining the prior written consent of the other party.

6.	Multi-Customer Services

6.1.	License for Multi-Customer Services.  Subject to the provisions of this Agreement, Kantar hereby grants to Client a limited, personal, non-exclusive, non-transferable, non-sublicensable license during the Term (the “License”) to Multi-Customer Services for: (a) Client’s internal business purposes, or (b) if expressly set out in an Order Document, the data or information from the Multi-Customer Services may be combined with Client Materials to provide aggregated, anonymized data or reports solely for presentation to Client’s customers (“Aggregated Materials”), provided that Client will not reverse the aggregation or anonymization of the Aggregated Materials (“De-anonymize Materials”) or allow its customers to De-anonymize Materials. Except as expressly permitted in an Order Document, copying, selling, sublicensing, transferring or distributing the Multi-Customer Services without the express written permission of Kantar is prohibited. Access to Multi-Customer Services or parts thereof may only be made available to employees of Client. Client acknowledges and agrees that, unless otherwise expressly stated in an applicable Order Document, Affiliates under this Agreement shall not be a party to the License.

6.2.	Use Restrictions. Use of the Multi-Customer Services by Client and its authorized employees hereunder, shall be limited to internal purposes only, in the ordinary course of Client’s business. Client may not use the Multi-Customer Services or the contents therein in litigation or administrative proceedings without Kantar’s written consent, unless such use is required by applicable laws, regulations, governmental agency or court order. Notwithstanding the foregoing, contents of the Multi-Customer Services, excluding any source code of which Client may become aware, may be disclosed by Client to its customers in the ordinary course of Client’s business, in connection with, but not limited to, analyses, marketing and research, provided that Kantar be identified as the source of said contents. In no event is Client permitted to reproduce, circulate or otherwise distribute, the entirety of the contents of the Multi-Customer Services to customers, third parties not party to this Agreement, in public or press releases, in reports, in studies and the like. Client’s customers must first be advised of the terms and conditions of this Agreement before receiving or viewing contents of the Multi-Customer Services.

6.3.	License Audit. Client agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement, including the distribution of Licenses, during the Term of this Agreement and for 3 years thereafter. Such books and records shall clearly and separate set forth, without limitation, as to each License granted hereunder, the entities, whether individuals or organizations, that received access to the Multi-Customer Services, and the computation of all fees and any other amounts due to Kantar. Such books and records shall be available at Client’s place of keeping for inspection, at Kantar’s expense, for the purpose of determining whether Client has complied with the terms of this Agreement. Any audits will be performed during normal business hours and with at least 10 business days’ written notice. If any such audit discloses an underpayment or improper use or distribution of any License, Kantar reserves the right, in its sole discretion, to (a) invoice Client for the additional License(s) accessed or used, (b) terminate the applicable License(s) or (c) terminate the applicable Order Document or this Agreement. 

6.4.	Security. If any Multi-Customer Services are accessed via internet applications (“Apps”), Client will (a) observe reasonable security procedures relating to passwords, (b) use reasonable efforts to assist Kantar in identifying and preventing any unauthorized use of Multi-Customer Services and (c) have access to the Apps only during the License Term set out in the Order Document. Both parties shall comply with any security specifications which may be issued by Kantar to Client from time to time relating to any Multi-Customer Services. Kantar shall comply with its own information security policies and practices and shall not be required to comply with any policies or practices that conflict with its own established information security policies or practices.

7.	Confidentiality

7.1.	Disclosing and Receiving Parties. If a party receives or acquires Confidential Information directly or indirectly under this Agreement, it shall be referred to as the “Receiving Party”. If a party discloses Confidential Information under this Agreement, it shall be referred to as the “Disclosing Party”.

7.2.	Duty of Care. During and after the Term of this Agreement, the Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in confidence using the same degree of care that it uses to protect its own Confidential Information (but in no event less than a reasonable degree of care); (b) use the Disclosing Party’s Confidential Information solely in connection with performing its obligations hereunder; and (c) not disclose or make available any of the Disclosing Party’s Confidential Information to any employee or other third-party without the prior written consent of the Disclosing Party except to a limited number of its employees, consultants, subcontractors and legal advisors who have a need to know the Disclosing Party’s Confidential Information in order to perform its obligations under this Agreement. Additionally, the Receiving Party may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors provided such third parties agree to maintain the confidentiality of the Confidential Information.  Each party shall ensure that any individual or entity receiving Confidential Information for or on behalf of the Receiving Party will be bound by terms at least as protective of the Disclosing Party’s Confidential Information as those contained in this Agreement. Receiving Party will notify the Disclosing Party promptly of any unauthorized use or disclosure of the Disclosing Party’s Confidential information and provide reasonable assistance to the Disclosing Party and its licensors in the investigation and prosecution of such unauthorized use or disclosure. Whenever requested by Disclosing Party, and in any event upon the expiration or termination of this Agreement, Receiving Party shall immediately, at its own expense, return to the Disclosing Party all manifestations of the Disclosing Party’s Confidential Information except (x) as otherwise required by applicable law, or (y) in accordance with its internal document retention and back-up policies, in which case, the Receiving Party’s obligations in this Section 7.2 shall continue until such time as such Confidential Information is returned or securely destroyed. Disclosing Party may request from Receiving Party a written certification, signed by an officer, that all such Confidential Information has been destroyed.
7.3.	Exceptions.  Notwithstanding anything to the contrary in this Agreement, the Receiving Party shall be permitted to disclose Confidential Information if, and to the extent such disclosure is required to be made pursuant to a request by governmental authority, law, regulation, rules or valid subpoena, other administrative or legal process not be in violation of this Section 7.3 for disclosure of the Disclosing Party’s Confidential Information that is required to be disclosed pursuant to governmental or judicial process, or court order, in which event the Receiving Party will, to the extent permitted (a) promptly provide notice of such process to the Disclosing Party in order that it may have every opportunity to intercede in such process to contest such disclosure and (b) cooperate with the Disclosing Party to limit the scope of the disclosure and obtain further means of protecting the confidentiality of the Confidential Information.
 
7.4.	Injunctive Relief.  In the event of an actual or threatened breach of these confidentiality provisions, the parties agree that the non-breaching party will have no adequate remedy at law and shall be entitled to seek immediate injunctive relief and any other equitable relief, without bond and without the necessity of showing actual monetary damages. The rights and obligations of the parties under this Agreement expire 3 years after the Effective Date of expiration or termination, provided that with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or its representatives.

8.	Representations and Warranties

8.1.	Mutual Representations.  Each party represents and warrants that (a) it has the authority to enter into this Agreement and that the performance of its obligations hereunder will not breach any other contract by which it is bound and (b) it will comply with all applicable laws, regulations, rules, codes and judicial orders.

8.2.	Client Representations. Client represents and warrants that its use of the Multi-Customer Services shall, at all times be in compliance with the terms and conditions outlined in Section 6 of this Agreement. 

8.3.	Kantar Representations.  Kantar represents and warrants that use of the Multi-Customer Services or Kantar Materials as provided by Kantar to Client, used in the manner contemplated by applicable Order Document and in accordance with the terms of this Agreement, will not infringe any third party IP Rights. 

8.4.	Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF.

9.	Indemnification

9.1.	Kantar Indemnification. Kantar shall indemnify, defend and hold harmless Client, Client Affiliates and their personnel (collectively the “Client Indemnitees”), from and against any and all third party claims, lawsuits, actions, liabilities, and expenses (including taxes, fees, fines, penalties, interest, reasonable expenses of investigation and attorneys’ fees and disbursements) as incurred (collectively “Damages”) directly arising out of (a) any claim that the Kantar Materials, as provided by Kantar to Client Indemnitees and the authorized use of the Kantar Materials infringes, misappropriates or violates a party’s or other entity’s IP Rights or (b) any breach of any obligation for which Kantar is responsible as employer of its employees. 

9.2.	Client Indemnification. Client shall indemnify, defend and hold harmless Kantar, Kantar Affiliates and their personnel (collectively the “Kantar Indemnitees”), from and against any and all Damages directly or indirectly arising out of or  in connection with or from (a) any breach arising from Client’s or its personnel’s use of the Multi-Customer Services for a different purpose, or outside the terms of this Agreement or the applicable Order Document, (b) Client’s material breach of any representation or warranty set forth in Section 8 of this Agreement, or (c) any Client investigation carried out by a regulatory authority with respect to the Multi-Customer Services. 

9.3.	Indemnification Procedure.  Liability under this indemnity clause is conditional on the Indemnitee complying with this Section 9.3. If an Indemnitee seeks indemnification under this Agreement, the Indemnitee shall (a) give prompt notice to the indemnifying party (“Indemnitor”) of a claim and the Indemnitor shall assume the defense of such claim, (b) grant authority to Indemnitor to defend or settle any related action or claim and (c) provide, at Indemnitor’s expense, such information, cooperation and assistance to Indemnitor as may be reasonably necessary to defend or settle the claim or action. An Indemnitee’s failure to give prompt notice shall not constitute a waiver of the Indemnitee’s right to indemnification and shall affect Indemnitor’s indemnification obligations only to the extent that Indemnitor’s rights are materially prejudiced by such failure or delay. Notwithstanding anything to the contrary set out in this Agreement an Indemnitee may participate, at its own expense, in any defense and settlement directly, or through counsel of its choice, and Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any settlement agreement on terms that would diminish the rights provided to the Indemnitee, or increase the obligations assumed by the Indemnitee under this Agreement.

10.	Liability and Conclusions

10.1.	Liability.  NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH THE OTHER PARTY) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY LOST PROFITS ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KANTAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE BASIS, EXCEED THE CUMULATIVE AMOUNT OF PAYMENTS RECEIVED OR DUE TO KANTAR FROM CLIENT UNDER THE RELEVANT ORDER DOCUMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CAUSE OF ACTION FIRST AROSE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO ANY LIABILITY THAT CANNOT BE LIMITED BY LAW. 

10.2.	Conclusions. If conclusions, findings, or recommendations (“Conclusions”) are required of Kantar as part of the Multi-Customer Services , such Conclusions are solely and exclusively an opinion and are based on variable assumptions used in the field of market research, based on a controlled test environment. IN NO EVENT SHALL KANTAR BE LIABLE TO CLIENT (OR ANY THIRD PARTIES) FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO ANY CONCLUSIONS MADE BY KANTAR IN RELATION TO THE MULTI-CUSTOMER SERVICES. CLIENT HEREBY ACKNOWLEDGES THAT IT SHALL BE SOLELY RESPONSIBLE FOR THE CONSEQUENCES OF ANY ACTION TAKEN BY IT BASED ON CONCLUSIONS OR THE INTERPRETATION OF SUCH CONCLUSIONS.

11.	Miscellaneous

11.1.	Force Majeure.  Neither party shall be in breach of this Agreement, nor liable for delay in performing, or failure to perform, any of its obligations under the same (except for Client’s obligations to pay fees and expenses), if such delay or failure result from Force Majeure. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

11.2.	Order of Precedence.  If there is a conflict between the terms of this Agreement and the terms of an Order Document or an exhibit to this Agreement the order of precedence is as follows: (a) this Agreement and (b) any Order Document executed hereunder.

11.3.	Assignment.  Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except assignment of the Agreement in its entirety or in part to an: (a) Affiliate, (b) a party’s successor pursuant to a merger, reorganization, consolidation or sale or (c) an entity that acquires all or some of a party’s assets. If the assignment is made by either party to a competitor of the non-assigning party, then the parties agree that the non-assigning party may terminate this Agreement on not less than thirty (30) days’ written notice to the assignee and the assignor. The assigning party will provide reasonable assistance to the non-assigning party during the transition period.

11.4.	No Partnership or Agency.  The parties are independent contractors and nothing in this Agreement nor any Order Document is intended to, or shall be deemed to, establish any partnership or joint venture between them, constitute any person as the agency of another, nor authorise the other party to make or enter into any commitments for or on behalf of any other.

11.5.	Notice.  Except as specifically provided herein, all notices required hereunder shall be in writing and shall be given by: (a) personal delivery, in which case notice shall be deemed effective upon personal delivery, (b) national overnight courier service, in which case notice shall be deemed effective 1 business day following deposit with the national overnight courier service, or (c) email, in which case notice will be deemed effective upon confirmed receipt. The mailing addresses for giving notice shall be the parties' respective addresses first set forth above, or any other address as shall be specified by a party in a written notice to the other party. Kantar’s email address for notice pursuant to this Section shall be legal-na@kantar.com and Client’s shall be [insert email address for notice].

11.6.	Public Statements.  Unless expressly authorized herein, neither party shall issue or release any announcement, including any Public Statement, or otherwise use the other party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other party. If Client makes a Public Statement in breach of this Section 11.6, which includes, in Kantar’s opinion, study findings that are incorrect, distorted or incomplete, Kantar shall have the right to make its own release of any or all study findings for clarification purposes, without being in breach of this Agreement.  

11.7.	Governing Law and Jurisdiction.  The substantive laws of the State of New York shall govern this Agreement as though this Agreement was entered into, and was to be entirely performed within, the State of New York. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state court(s) of competent jurisdiction located in New York County, New York. To that end, each party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any objection it may have to any proceedings brought in any such court. Client consents to the service of process in connection with any such claim or dispute by the mailing thereof by registered or certified mail, postage prepaid to Client, at the address for notice set out in, or designated pursuant to, this Agreement. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY EXPRESSLY WAIVES (ON BEHALF OF ITSELF AND ON BEHALF OF ANY PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

11.8.	Cumulative Remedies. The rights and remedies provided for in this Agreement are cumulative and shall be in addition to (not in lieu of) any other rights and remedies provided by law or in equity. 

11.9.	Waiver. No course of dealing, failure by either party to require the strict performance of any obligation assumed by the other hereunder, or failure by either party to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or rights provided under this Agreement. No provision of this Agreement shall be deemed to have been waived by any act or knowledge of either party, but only by a written instrument signed by a duly authorized representative of the party to be bound thereby. Waiver by either party of any default shall not constitute a waiver of any other or subsequent default.

11.10.	Modification.  The terms, conditions, covenants and other provisions of this Agreement may be modified, amended, supplemented or otherwise changed only by a written instrument that specifically purports to do so and is physically executed by a duly authorized representative of each party. 

11.11.	Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.

11.12.	No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

11.13.	Survival.  The provisions of this Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive and continue to bind the parties. Without limiting the generality of the forgoing, the parties specifically acknowledge that the following provisions of the Agreement shall survive such completion, rescission, termination or expiration: Sections 5 – 11. 

11.14.	Dispute Resolution.  In the event of any dispute arising out of any Order Document or this Agreement, the disputing party shall give written notice to the other party of the dispute. Following receipt of the notice the parties shall attempt to settle the dispute by negotiation. To this end, the parties shall reasonably endeavor to consult or negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable settlement satisfactory to the disputing party. Negotiations shall be conducted between the parties’ respective most senior representatives with overall responsibility for the relationship between the parties. If a dispute is not settled by negotiation within a period of 4 weeks from the date of notification of the dispute (unless the parties agree upon a longer time period), then either party may refer the dispute to the court. 

11.15.	Entire Agreement.  This Agreement constitutes the complete understanding of the parties and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations and understandings (whether written or oral) between the parties, regarding the subject matter of this Agreement. Client specifically acknowledges that it did not enter into this Agreement in reliance upon any agreement promise, representation or understanding made by or on behalf of Kantar that is not contained in this Agreement.

Signed by the parties’ duly authorized representatives on the date(s) set forth below.