Exclusive sale mandate

This sale mandate is between:

O-mega Enterprise, Inc (address: 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States), trading as AIData.Broker (https://aidata.broker) (we, us, our); and

[the holder], of [its address] (the Holder, which may be a company or an individual: clause 1.21),

each a Party.

Background

(A) The Holder holds the Scoped Data and wants to find out whether, to whom and on what terms to license or sell it.

(B) The Holder appoints us to act for it, and only for it, in that sale, on the terms below. We take a mandate only where we expect a sale to pay the Holder at least USD 50,000. That expectation is not a promise of any price, and there is no minimum fee.

1. Definitions

1.1 Business Day: a day other than a Saturday, a Sunday or a public holiday in the place where the Party that must act is established.

1.2 Buyer: any person other than the Holder, with its Group Companies, that acquires or may acquire rights in the Scoped Data.

1.3 Datasheet: the document describing the Scoped Data (its source, contents, measured size, rights, personal data, format and delivery, the licence offered, and its known limits) that we prepare from the Holder's answers and its valuation, and that the Holder approves in writing before it goes to any Buyer.

1.4 Effective Date: the moment the Holder accepts this Mandate in the Portal (clause 16.6).

1.5 Exclusive Period: 2 months from the Effective Date.

1.6 Fee: our fee under clause 8.

1.7 Gross Proceeds: all money paid to the Holder, or to anyone on its behalf or at its direction (including its Group Companies), by or for a Buyer under or in connection with a Transaction, including upfront payments, instalments, milestone payments, royalties and payments for renewals and extensions, before deduction of the Holder's own costs and taxes, but excluding VAT or a similar sales tax charged to the Buyer.

1.8 Introduced Buyer: a Buyer, other than a Pre-existing Buyer, to which we sent the Datasheet or other information about the Scoped Data, or with which we arranged or held a discussion about it, during the Mandate Term, as shown in the dated record we keep under clause 4.7.

1.9 Licence: the agreement between the Holder and a Buyer by which the Buyer acquires rights in the Scoped Data.

1.10 Mandate Term: the period from the Effective Date until this Mandate ends under clause 13.

1.11 NDA: the mutual non-disclosure agreement between the Parties, which the Holder accepts together with this Mandate (clause 16.6).

1.12 Portal: the Holder's workspace at https://aidata.broker.

1.13 Pre-existing Buyer: a person listed by the Holder in Schedule 1 when it accepts this Mandate, as a person with which the Holder was already in contact about the Scoped Data before then. On our reasonable request, the Holder shows us a record of that contact.

1.14 Rights File: the Holder's answers in the Portal to our rights checklist: who owns each part of the Scoped Data, which contracts limit it, who appears in it, and whether they agreed.

1.15 Sample Terms: the Parties' valuation and sample processing terms.

1.16 Scoped Data: the records described in the valuation with reference [the valuation's reference], as it stood when the Holder accepted this Mandate (the kinds of records, the systems they come from and the periods they cover, as shown in that valuation), including later exports and copies of the same records, as changed by any addition or removal the Parties agree in writing.

1.17 Transaction: any licence, sale, assignment or other grant of rights in, or access to, all or part of the Scoped Data, or a copy or derivative of it, to a Buyer for value, including any option, renewal or extension provided for in it.

1.18 In writing includes email and messages sent through the Portal.

1.19 Counts, Measurements, Sample and Holder Data have the meanings given in the Sample Terms.

1.20 Group Companies of a person: every company that controls it, that it controls or that is under common control with it.

1.21 The Holder may be a company or other organisation, or an individual who holds the Scoped Data in its own right, such as a founder without a company. Where the Holder is an individual, the person who accepts this Mandate is the Holder itself, its Group Companies are the companies it controls, if any, and our checks under clause 13.4 are of that person: who it is, and evidence that it controls the Scoped Data.

2. Appointment and our role

2.1 The Holder appoints us as its agent to market the Scoped Data to Buyers, to run a competitive process for it, and to advise and assist the Holder in negotiating a Transaction. We accept the appointment.

2.2 We act for the Holder alone in the sale of the Scoped Data. We do not act for, advise or take instructions from any Buyer about it. Where a Buyer has asked us for data of the kind the Scoped Data is, we tell the Holder before we propose that Buyer under clause 4.1, and we act on that request only by putting it to the Holder.

2.3 We are an agent, not a principal. We do not buy or take title to the Scoped Data, we do not take delivery of it for a Buyer, and we do not license, sell or sublicense it in our own name. What we hold of the Holder's data is as we state it publicly: "Of a holder's data, we hold only what it chooses to share with us to value and sell it: its answers and counts, a de-identified sample (whose text we delete once it is measured), the rights file, the datasheet and the facts of the documents it adds for verification. We use these for that holder, under the agreements it accepts, and its counts also, without its name and combined with others, to improve our valuations. We also keep what public records and our own checks say about a holder, as the Privacy Policy describes." Where this Mandate, the NDA or the Sample Terms limit what we may do with it more narrowly, they prevail. We process Holder Data as the Holder's processor under the Sample Terms, and the rest of that information under the NDA and as our Privacy Policy at https://aidata.broker/legal/privacy describes. The Holder is the licensor of record in every Transaction, and every Licence is between the Holder and the Buyer.

2.4 Delivery under a Licence is from the Holder, or from a delivery or de-identification provider the Holder chooses, to the Buyer directly. We do not send or show a Buyer any part of the Scoped Data. Each Buyer pays the Holder directly. We do not receive money for the Holder.

2.5 We have no authority to bind the Holder, to sign or accept anything on its behalf, to receive payment for it, or to make any promise or statement about the Scoped Data to a Buyer in our own name. Every description of the Scoped Data that we pass to Buyers, including the Datasheet, is the Holder's statement, and we pass it on labelled as such, stating that its figures come from the Holder's own valuation and any Sample the Holder sent, and that we have not inspected the rest of the Scoped Data.

2.6 We are not the de-identifier of record, including where the Holder uses our de-identification tool on its own computer. The Holder decides who removes personal data from the Scoped Data and to which standard. We advise that it is removed before anything leaves the Holder, by the Holder itself or an independent provider it chooses, and certified by an independent provider before each transfer, as our de-identification standard published at https://aidata.broker/de-identification describes. We propose that a Buyer removes personal data itself only if the Holder instructs us so in writing.

3. Exclusivity

3.1 During the Exclusive Period we are the Holder's only agent for the Scoped Data. The Holder will not appoint any other agent or broker, will not list the Scoped Data on any data exchange or other service that offers data to buyers, and will not market it itself other than through us.

3.2 If any person other than a Pre-existing Buyer approaches the Holder about the Scoped Data during the Exclusive Period, the Holder will refer that person to us promptly, and that person becomes part of our process.

3.3 The Holder may deal with a Pre-existing Buyer itself at any time without breaching this clause. If the Holder asks us in writing, other than by approving a list under clause 4.1, to include a Pre-existing Buyer in our process, that Buyer is treated as an Introduced Buyer from the date of the request, and clause 9.1 no longer applies to it.

3.4 After the Exclusive Period this Mandate continues on a non-exclusive basis until it ends under clause 13, and clauses 3.1 and 3.2 no longer apply.

4. The sale process

4.1 Only once our checks of the Holder under clause 13.4 have passed, and before we approach any Buyer, we give the Holder in writing the list of Buyers we propose to approach, with our reasons. The Holder may remove any Buyer from the list or add one. We approach only the Buyers on the list as the Holder approves it, and only after screening them under clause 6. We do not put a Pre-existing Buyer on the list unless the Holder has asked us to under clause 3.3.

4.2 Once a Buyer on the approved list has given the confidentiality undertaking under the NDA, we send it the Datasheet. We send it to the Buyers on the approved list at the same time, with one deadline for offers that applies to all of them alike; a Buyer added to the list later receives the same Datasheet and the same deadline, or a new deadline that we then set for all of them.

4.3 No Buyer gets a first look (seeing the Scoped Data or making an offer for it before the others) or a last look (seeing other offers and then improving its own after the deadline). This applies equally to a Buyer with which we have any relationship. If a Buyer asks for either, or its standard terms require that the data has not been offered to anyone else, we tell the Holder in writing what granting it would cost the Holder, and the Holder decides.

4.4 We pass every offer, indication of interest and counter-proposal we receive to the Holder in writing within 2 Business Days of receiving it, with:

(a) its full terms, as the Buyer stated them;

(b) what the Holder would keep after any Fee due on it under clause 8.3; and

(c) any amount that Buyer pays, or has offered to pay, to whoever introduces a holder to it (clause 7.2).

4.5 We report only offers a Buyer has actually made. We do not invent, solicit or report an offer that a Buyer does not intend to stand behind, and we do not suggest to anyone that there is competition where there is none.

4.6 The Portal shows the Holder each Buyer we approach and where that approach stands, as it is recorded, and we send the Holder a written summary of every Buyer approached, its response and the next step at least every two weeks while the Scoped Data is with Buyers, and at least monthly at other times.

4.7 We keep a dated record of every approach, screening and offer, show the Holder in the Portal each approach and offer as it is recorded, and give the Holder a copy of the whole record on request and when this Mandate ends.

5. The Holder decides

5.1 The Holder alone decides whether to sell or license the Scoped Data at all, to which Buyer and on what terms, including price, exclusivity, field of use, term, de-identification and payment timing.

5.2 The Holder may reject any offer, including the highest, without giving reasons. No Fee is due on an offer the Holder does not accept, and the Holder is not obliged to enter into a Transaction.

5.3 If the Holder asks, we advise on the terms and help negotiate them. The Licence is the Holder's agreement, and the Holder should take its own legal advice on it. We propose that every Licence binds the Buyer to keep de-identified data de-identified, not to try to identify anyone in it, to bind anyone it passes the data to in the same way, and to name the Holder in any public summary of its training data only with the Holder's consent; the Holder decides whether the Licence includes them.

6. Buyer screening

6.1 Before a Buyer receives the Datasheet or learns the Holder's identity, we screen that Buyer's name against the sanctions lists of the European Union, the United Nations, the United Kingdom and the United States (including the OFAC Specially Designated Nationals list and the BIS Entity List), and we ask the Buyer to confirm in writing where it is organised, where it has its principal place of business and who owns 50 per cent or more of it.

6.2 We do not send the Datasheet to, or disclose the Holder's identity to, a Buyer that fails screening, that does not give the confirmation in clause 6.1, or whose confirmation shows that sanctions law bars dealing with it, and we tell the Holder in writing which Buyer it is and why.

6.3 We do not take to market Scoped Data that includes US sensitive personal data in bulk or US government-related data, as 28 CFR Part 202 defines them, whether or not de-identified. If the Rights File, a Sample or the Holder's answers show that it may, we tell the Holder in writing and may end this Mandate under clause 13.5, and we keep the records and make the reports that 28 CFR Part 202 requires of us.

6.4 Where a Buyer is itself a data vendor or reseller, we ask it to name its intended onward recipients, and we propose that the Licence lets it pass the Scoped Data on only to recipients the Holder approves in writing, under restrictions on use and onward transfer no less protective than the Licence's own.

6.5 Screening is a safeguard we run for the Holder. It does not replace the Holder's own checks or its obligations as licensor.

7. Only the Holder pays us

7.1 The Fee is the only payment we receive, from any source, in connection with the Scoped Data or any Transaction. We accept no fee, commission, bounty, introduction or referral fee, rebate, credit, partnership or sourcing payment, or other benefit, in money or in kind and however it is described, from any Buyer or prospective Buyer in connection with the Scoped Data, the Holder or any Transaction. Any other business that we, or a company under common ownership with us, do with a Buyer is disclosed under clause 12.2.

7.2 Where a Buyer has a programme or an offer that pays whoever introduces a holder to it, we decline it, tell the Holder in writing beside that Buyer's offer what it pays or offered, and ask the Buyer to put that amount into its price for the Holder instead.

7.3 If a payment or benefit described in clause 7.1 reaches us despite that clause, we tell the Holder in writing within five Business Days and return it to the payer, or, if it cannot be returned, pay it to the Holder. It does not reduce or replace the Fee, and we do not keep it.

7.4 If a person introduced the Holder to us and we accepted the introduction under our introducer terms at https://aidata.broker/introducers, we pay that person a share of the Fee out of our own Fee: one third of the Fee on each Transaction that closes within 12 months of the day the introduction was registered. This does not increase the Fee. We tell the Holder in writing who that person is and what share they receive, before the Holder accepts this Mandate where we know of the introduction, and otherwise as soon as we learn of it. We pay nothing to a director of the Holder, and nothing to an employee, officer or adviser of the Holder unless the Holder has agreed in writing.

8. The Fee

8.1 For each Transaction on which a Fee is due under clause 8.3, the Holder pays us a Fee on that Transaction's Gross Proceeds, calculated band by band: each rate applies only to the part of the Gross Proceeds that falls within its band, counting all Gross Proceeds received under that Transaction over its life.

8.2 Worked examples. These illustrate clause 8.1 and do not change it.

8.3 A Fee is due on:

(a) every Transaction entered into during the Exclusive Period, except a Transaction with a Pre-existing Buyer that the Holder conducted itself;

(b) every Transaction with an Introduced Buyer entered into after the Exclusive Period and during the Mandate Term; and

(c) every Transaction with a Tail Buyer entered into during the Tail (clause 10).

8.4 The Fee is payable only out of Gross Proceeds actually received. No Fee is due on money a Buyer owes but has not paid. After the Holder receives each payment of Gross Proceeds, we invoice the Fee on that payment, and the Holder pays the invoice within 30 days of receiving it.

8.5 The Holder tells us in writing, within ten Business Days of receiving any Gross Proceeds, the amount and the date received, and on our reasonable request shows us the payment terms of the Licence that determine the Fee.

8.6 If the Holder repays Gross Proceeds to a Buyer, or a payment of Gross Proceeds is reversed or recovered from the Holder (for example because the Buyer rejected the data within an agreed acceptance period, a bank recalled the payment, or a court or insolvency officer recovered it), we credit the Fee on that amount against the next invoice or, if none is due, refund it within the period clause 8.4 gives the Holder to pay an invoice, counted from the Holder's written notice with evidence.

8.7 Where Gross Proceeds are paid in a currency other than US dollars, the bands apply to their US dollar equivalent at the rate derived from the euro foreign exchange reference rates published by the European Central Bank for the day of receipt or, if none is published for that day, the last day before it for which one is published, and we invoice in the currency the Holder received.

8.8 Where a Buyer offers consideration other than money, such as shares or service credits, the Parties will agree in writing, before the Holder accepts that offer, how the Fee on it is calculated and paid. Without that agreement no Fee is due on consideration other than money.

8.9 The Fee is our whole charge. There is no retainer, no minimum fee and no charge for our expenses, except a specific expense the Holder has agreed to in writing in advance.

8.10 The Fee is exclusive of VAT and similar taxes, which are added where the law requires. If the law requires the Holder to withhold tax from a Fee, the Holder tells us before paying and gives us the receipt for the tax withheld. A late payment bears interest from its due date at the legal rate under 6 Del. C. section 2301(a).

9. Pre-existing Buyers

9.1 The Holder listed its Pre-existing Buyers in Schedule 1 when it accepted this Mandate. Unless clause 3.3 applies, no Fee is due on a Transaction with a Pre-existing Buyer that the Holder conducts itself.

9.2 A person not listed in Schedule 1 when the Holder accepted this Mandate is not a Pre-existing Buyer unless we agree in writing.

10. The tail

10.1 Within 10 Business Days after this Mandate ends, we send the Holder in writing a list of every Introduced Buyer (the Tail List), with the date and nature of each introduction, taken from the record under clause 4.7. Within 10 Business Days of receiving it, the Holder may object in writing to any entry that does not meet the definition of Introduced Buyer. An entry the Holder objects to stays on the Tail List only if the record under clause 4.7 shows that it meets that definition.

10.2 A Tail Buyer is a Buyer on the Tail List, with its Group Companies. No other Buyer is a Tail Buyer. A Buyer we do not list is not a Tail Buyer.

10.3 The Tail is 12 months from the day this Mandate ends. A Fee is due on a Transaction with a Tail Buyer entered into during the Tail, on all Gross Proceeds received under it, whenever received.

10.4 There is no Tail if the Holder ends this Mandate under clause 13.3 because of our breach, or if we end it under clause 13.4.

11. The Holder's duties

11.1 The Holder confirms that:

(a) it holds the rights needed to license the Scoped Data, or is entitled to act for whoever holds them, and the person accepting this Mandate is the Holder itself or is authorised to bind it;

(b) its Rights File and its answers for the Datasheet are, and will remain, true, complete and not misleading to the best of its knowledge after reasonable enquiry, and it will correct them promptly on learning that anything has changed or was wrong;

(c) the Scoped Data, as described to Buyers and as delivered, includes nothing of the kinds we do not take to market, and any such material in the underlying records will be removed before delivery. Those kinds are:

(i) data whose value is who the people in it are;

(ii) voices, faces and footage of people who did not agree to that use;

(iii) customer data the Holder's contracts reserve for serving that customer;

(iv) health, children's, biometric or financial account data;

(v) anything offered by someone who cannot sign for it;

(vi) material scraped or copied from someone else;

(d) it has not appointed, and during the Exclusive Period will not appoint, another agent for the Scoped Data; and

(e) it will license the Scoped Data only as sanctions, export control and data transfer law allow, including 28 CFR Part 202.

11.2 The Holder will:

(a) tell us promptly of any approach covered by clause 3.2, and of anything that may affect a sale, such as a claim or dispute over rights, an insolvency step or a change of control;

(b) deliver the Scoped Data to the Buyer itself, or through a provider it chooses;

(c) comply with the law that applies to it as licensor, including data protection law; and

(d) pay the Fee under clause 8.

11.3 The Holder will compensate us for any claim by a third party against us that arises from the Scoped Data itself, or from an untrue statement in the Rights File or in the Holder's answers for the Datasheet, except to the extent the claim is caused by our breach of this Mandate.

12. Our duties

12.1 We will act in good faith and in the Holder's interest, with the skill and care of a diligent agent, and run the process in clause 4.

12.2 Before approaching a Buyer, we tell the Holder in writing, beside that Buyer on the list under clause 4.1, of any relationship that we, or a company under common ownership with us, have with that Buyer that could affect our judgment, such as a past engagement, work commissioned for it, a request it made to us for data, or an interest in it held by anyone in our team. We also tell the Holder when we are putting another holder's data before the same Buyer at the same time, without naming that holder.

12.3 We keep the Holder's information confidential under the NDA, send the Datasheet to a Buyer only after that Buyer has given the confidentiality undertaking that clause 4.1(b) of the NDA requires, and process Holder Data only under the Sample Terms.

12.4 We comply with the laws that apply to our role, including sanctions law.

13. Term and ending

13.1 This Mandate starts on the Effective Date and continues until it ends under this clause.

13.2 Either Party may end this Mandate by 30 days' notice in writing. Notice may be given at any time, but takes effect no earlier than the end of the Exclusive Period.

13.3 Either Party may end this Mandate at once by notice in writing if the other Party commits a material breach of it and, where the breach can be remedied, does not remedy it within 15 Business Days of a notice describing it. The Holder may also end this Mandate at once by notice in writing if we breach clause 7.

13.4 Our checks of the Holder. Our checks of the Holder run after it accepts this Mandate, as our verification standard at https://aidata.broker/verification describes. They include: (a) sanctions screening of the Holder, the person accepting for it, its officers and its beneficial owners; (b) who the Holder is: for a company, from the register where it is incorporated, and for an individual, from proof of that person's identity; (c) that the person accepting can bind the Holder, unless that person is the Holder itself; and (d) the Holder's right to license the Scoped Data, from the Rights File and from evidence that the Holder controls the data, such as its repositories where the Scoped Data is code. For these checks the Holder gives us, through the Portal: its full legal name, country and address and, for a company, its registration number, or the register's own extract where the register offers no lookup; its beneficial owners, where the register does not publish them; where the register does not name the person accepting as a director, partner or member, a written authorisation of that person, such as a board resolution or a power of attorney; for an individual, a proof of identity that our verification standard accepts; the Rights File; and the evidence of control in (d). Until every check has passed, we approach no Buyer and send no Datasheet. If a check fails, or the Holder has not given us what the checks need within 30 days of the Effective Date, we end this Mandate by notice in writing on that day. A check that waits only on our own review does not count against the Holder. No Fee is then due under this Mandate on any Transaction, clause 3 and the Exclusive Period no longer bind the Holder, and there is no Tail. The NDA and the Sample Terms continue on their own terms.

13.5 We may end this Mandate at once by notice in writing if screening under clause 6 or the Rights File show that we cannot lawfully or properly market the Scoped Data.

13.6 When this Mandate ends, clauses 1, 4.7, 7, 8 (for Transactions on which a Fee is due), 9, 10, 11.3, 13.4, 13.6, 13.7 and 14 to 16 continue, and the NDA and the Sample Terms continue on their own terms.

13.7 No compensation, indemnity or payment for goodwill is due to us when this Mandate ends, other than the Fee under clauses 8 and 10.

14. Liability

14.1 Our total liability under or in connection with this Mandate, whether in contract, tort or otherwise, is limited to the total Fees we have received under it.

14.2 Neither Party is liable to the other for loss of profit, revenue or goodwill, or for any indirect or consequential loss, except for amounts due under clauses 7.3, 8 and 11.3.

14.3 The Fee, amounts due under clause 7.3 and the Holder's obligation under clause 11.3 are not limited by this clause.

14.4 Nothing in this Mandate limits or excludes liability for fraud, gross negligence or wilful misconduct, or any liability that the law does not allow to be limited or excluded.

15. Notices

15.1 Notices go in writing to us at hello@aidata.broker or through the Portal, and to the Holder at [the account's confirmed email] or through the Portal, or to another address a Party gives in writing. A notice sent before 17:00 on a Business Day at the recipient's place is received that day, and otherwise on the next Business Day.

16. General

16.1 This Mandate, the NDA and the Sample Terms are the whole agreement between the Parties about the sale of the Scoped Data, together with the Terms of Service at https://aidata.broker/legal/terms for the Holder's use of the Portal. If they conflict, the Sample Terms prevail on personal data, the NDA on confidentiality, this Mandate on everything else about the sale, and the Terms of Service only on the use of the Portal.

16.2 A change to this Mandate, including to the Scoped Data, is valid only in writing and accepted by both Parties. Acceptance through the Portal counts.

16.3 Neither Party may transfer this Mandate without the other's written consent, except to a successor to all or substantially all of its business that agrees in writing to be bound by it.

16.4 Nothing in this Mandate creates a partnership, joint venture or employment relationship. We act as an independent agent for this one engagement, not as a standing commercial agent.

16.5 If any provision is invalid or unenforceable, the rest remains in force, and the Parties will replace it with a valid provision as close as possible to its purpose.

16.6 The Holder accepts this Mandate and the NDA together, in one step, in the Portal: by ticking the box beneath the key terms of this Mandate and typing the full name and role of the person accepting. That acceptance is the Holder's signature of both. At the same moment the Portal accepts for us, in our name, as our electronic agent, and its acceptance is ours. Both bind the Parties from that moment, and no further step is needed for either to take effect. The record of the acceptance is its evidence: the account it was given from and that account's confirmed email address, the date and time, the network address and browser it came from, the version and a fingerprint (SHA-256) of each text accepted, and the full name and role typed. We email the Holder a copy of each text accepted with its fingerprint, and the Holder can open both in the Portal.

16.7 This Mandate is written in English. A translation is for convenience only.

16.8 This Mandate, and any non-contractual obligation arising from or in connection with it, is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Disputes are decided exclusively by the state and federal courts located in the State of Delaware, United States, without prejudice to either Party's right to seek interim relief from any competent court.

16.9 A Party's failure or delay in enforcing a term of this Mandate does not waive it.

Schedule 1: Pre-existing Buyers

Listed by the Holder when it accepted this Mandate (clause 9):

[the buyers the holder lists when accepting]

Acceptance

Accepted for the Holder, [the holder]: by [the name typed when accepting], [the role typed when accepting] ([the account's confirmed email]), in the Portal on [the day of acceptance], together with the NDA.

Accepted for O-mega Enterprise, Inc: by the Portal, as our electronic agent, at the same moment.