Biosignals Services Agreement

Biosignals Services Agreement

This Biosignals Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to collect, process, analyze and otherwise provide services related to biosignals data, including but not limited to physiological waveforms, biometric time-series, and derived analytics (collectively, "Biosignals"); and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, equipment and security controls necessary to perform the services described herein in accordance with applicable law and accepted industry standards.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below for services rendered under this Agreement. All amounts are in U.S. dollars unless otherwise indicated and do not include taxes which are the responsibility of Client.

Unless otherwise agreed in writing, Service Provider shall invoice Client per the Payment Schedule. Unpaid amounts shall accrue interest at the lesser of the rate set forth in this Agreement or the maximum legal rate. Client shall be responsible for reasonable collection costs and expenses for overdue payments.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receiving written notice. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information, including Biosignals and any associated metadata, business information, technical data, trade secrets, and client lists. Each recipient shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and agents with a need to know who are bound by confidentiality obligations no less protective than those herein, and (c) employ administrative, physical and technical safeguards appropriate to the sensitivity of the information.

Confidential Information does not include information that: (i) was known to the recipient prior to disclosure without obligation of confidentiality; (ii) is or becomes publicly available other than by breach of this Agreement; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the recipient. If disclosure is required by law, the recipient shall provide prompt written notice (unless prohibited) and cooperate to seek protective measures.

Data Ownership and License

Client retains all right, title and interest in and to the raw Biosignals it provides to Service Provider. Service Provider shall have a non-exclusive, non-transferable license to use Client's Biosignals solely to perform the services and to produce Deliverables as set forth in this Agreement. Service Provider may use aggregated, de-identified and anonymized data derived from the Biosignals for internal research, development and to improve its services, provided such use does not reasonably permit re-identification of Client or end subjects.

Data Security and Compliance

Service Provider shall implement and maintain reasonable security measures appropriate to the sensitivity of the Biosignals, including administrative, physical and technical safeguards. Service Provider shall promptly notify Client of any unauthorized access or data breach affecting Client Biosignals and shall cooperate in good faith with Client's remedial actions. The parties shall comply with applicable data protection and privacy laws governing the collection, storage, transfer and processing of Biosignals.

Limitation of Liability & Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement, negligent acts or willful misconduct. Except for a party's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or lost profit damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located within that state, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, written or oral. No amendment or waiver shall be binding unless executed in writing by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight carrier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice to the other.

Miscellaneous

Neither party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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