Business CDR Document

Business CDR Document

This Business CDR Document (the "Agreement") is entered into as of (Effective Date) by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client collects, maintains and controls business-related call detail records, customer account records, or other commercially relevant data sets (collectively, "CDR Data") described in further detail below; and

WHEREAS, Provider has been engaged to receive, process, analyze and/or host specified CDR Data for the business purposes set forth in this Agreement under terms intended to protect Confidential Information and comply with applicable legal requirements; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, security obligations and other material terms governing the disclosure and use of CDR Data.

1. Scope of Work

2. Payment Terms

Payments are due within days of invoice. Late payments will incur a late fee of % per month or the maximum permitted by law, whichever is less.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice of days. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice, or immediately upon insolvency of the other party.

4. Confidentiality

"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, including CDR Data. Provider shall not disclose, use, reproduce or allow access to Confidential Information except as expressly permitted herein or by written authorization of Client. Provider shall implement and maintain administrative, technical and physical safeguards consistent with industry standards to protect Confidential Information from unauthorized access, use, alteration or disclosure.

Provider shall limit access to Confidential Information to employees, contractors and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Provider will promptly notify Client if it becomes aware of any unauthorized access to or disclosure of Confidential Information and will cooperate in mitigation and remediation efforts.

Includes personal data or personally identifiable information relating to individuals:

5. Data Use, Security and Return

In the event of a security incident affecting Confidential Information, Provider shall notify Client within hours of discovery and cooperate in good faith with Client's response and remediation efforts.

Upon termination or expiration of this Agreement, Provider shall, at Client's election, securely return or destroy CDR Data and certify in writing that such return or destruction has been completed, except to the extent retention is required by law, in which case Provider shall maintain such data only to the minimum extent required and in accordance with the confidentiality and security obligations herein.

6. Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's willful misconduct or material breach of this Agreement, including failure to safeguard Confidential Information. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

9. Entire Agreement; Amendment

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement 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 substantially all assets provided the assignee agrees in writing to be bound by the obligations herein.

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