Business Bias Template

BUSINESS BIAS TEMPLATE

Recitals

WHEREAS, Client operates business processes and systems that rely upon automated decision-making, data analytics, or personnel practices that may produce disparate outcomes; and

WHEREAS, Service Provider represents that it has experience in conducting bias assessments, remediation planning, and implementation oversight to reduce disparate impact and improve fairness across models, datasets, and organizational practices; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations, and terms under which the Service Provider will evaluate, report on, and assist in mitigation of identified bias in Client systems and processes.

Effective Date

Effective Date:

Scope of Work

Service Provider will perform bias assessment and mitigation services as set forth below. The services shall include, without limitation: data inventory and lineage review, model and feature-level fairness testing, disparity impact analysis, documentation review, stakeholder interviews, remediation design, implementation oversight, and preparation of a final remediation plan and compliance report.

Bias Mitigation Obligations

Service Provider shall: (a) use documented statistical and causal methods appropriate to the Client's domain to identify bias and disparate impact; (b) provide prioritized remediation recommendations with estimated effort and expected impact; (c) provide a written report of findings and a remediation roadmap; and (d) upon request, assist Client in implementation and re-testing.

Audit Frequency:   Remediation Response Time (days):

Independent Auditor Required:   Data Access Terms:

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services. All fees are exclusive of taxes for which Client is responsible.

Term and Termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Termination shall not relieve Client of payment obligations for services rendered prior to termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes data sets, model parameters, business processes, remediation plans, and audit findings.

Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care. Recipient may disclose Confidential Information only to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for information constituting trade secrets, which shall be protected for as long as it remains a trade secret.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER SHALL BE LIMITED TO THE TOTAL FEES PAID 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. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state for resolution of disputes.

Entire Agreement

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

Compliance with Law; Data Protection

Each party shall comply with all applicable laws and regulations in performing its obligations, including data protection and privacy laws applicable to the collection, use, storage, disclosure, and transfer of Personal Data. To the extent Service Provider processes Personal Data on behalf of Client, the parties shall execute any required data processing addendum reflecting the parties' respective roles and obligations.

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