Bulk Upload Document

Bulk Upload Document

This Bulk Upload Document (the Agreement) is entered into by and between Client Name: and Provider Name: on Effective Date: .

WHEREAS

WHEREAS, Client requires the transfer, ingestion, and acceptance of a bulk set of electronic files containing data and associated metadata (the Data); and

WHEREAS, Provider has the capability and agrees to perform preparation, validation, and ingestion services for the Data in accordance with the Scope of Work described below; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ payable in accordance with the schedule below.

Late Payment: Interest shall accrue on any past due amount at % per month, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement: . Termination Date/End: .

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Agreement, including datasets, file manifests, credentials, and ingestion reports. Confidential Information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except to representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of years.

DATA SECURITY AND REPRESENTATIONS

Provider represents and warrants that it will implement reasonable administrative, physical, and technical safeguards to protect the Data, including, as applicable, encryption in transit, access controls, and logging. Client represents and warrants that it has all rights necessary to provide the Data and that the Data does not infringe third-party rights and does not contain harmful code. Provider will promptly notify Client of any unauthorized access or discovery of malware affecting uploaded Data.

ACCEPTANCE AND REJECTION

Provider will validate uploaded files against the acceptance criteria set forth in the Scope of Work. Provider will provide a validation report within business days. Client shall have business days after delivery of the validation report to accept or reject the Data. Rejection must be accompanied by a written description of defects. Provider will remedy accepted defects as mutually agreed.

LIMITATION OF LIABILITY; INDEMNITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages. Each party shall indemnify, defend and hold the other harmless from third-party claims arising from its breach of representations, negligence, or willful misconduct in connection with this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS AND CONFIRMATIONS

Client confirms it has obtained all necessary consents and legal bases for Provider to receive and process the Data and that the Data does not contain personal information requiring additional contractual protections unless otherwise agreed in writing.

Client confirms files comply with agreed format and schema.

Client represents it has rights to provide Data and has removed restricted content.

MISCELLANEOUS

Notices required under this Agreement shall be given in writing to the billing or administrative address provided by each party and shall be effective upon receipt. If any provision is held unenforceable, the remainder will remain in full force and effect.

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