Business CAN Document

BUSINESS CAN AGREEMENT

This Business CAN Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: and Service Provider Name: with principal place of business at Provider Address: .

RECITALS

WHEREAS, Client requires services related to management, use, protection, or transfer of Business Customer Account Numbers ("CAN") and related account data; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and lawful authority to provide such services and to safeguard CAN and associated confidential information; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be performed and CAN information shall be handled.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. All materials, systems, processes, and procedures used in connection with CAN management will comply with applicable privacy, security and data protection obligations, and any industry-specific standards mutually acknowledged in writing by the parties.

PAYMENT TERMS

Past due amounts shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Service Provider may suspend performance if invoices remain unpaid for more than days after written notice.

TERM AND TERMINATION

Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party, whether written, electronic, or oral, including but not limited to Customer Account Numbers (CAN), account records, payment data, access credentials, business processes, pricing, trade secrets, and any information marked or reasonably understood to be confidential. The receiving party shall:

(a) use Confidential Information solely for the performance of this Agreement; (b) restrict access to Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (c) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, disclosure, alteration, or destruction; and (d) promptly notify the disclosing party of any unauthorized access or breach involving Confidential Information and cooperate in remediation.

Confidential Information does not include information that is: (i) publicly available through no fault of the receiving party; (ii) in the receiving party's possession prior to disclosure as demonstrated by written records; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law provided the disclosing party is given prompt notice and reasonable assistance to limit such disclosure.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, willful misconduct, or violation of applicable law in connection with performance hereunder.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration conducted in accordance with the arbitration rules agreed by the parties in writing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

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

NOTICES AND CONTACTS

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