Business CLP Backup Template

Business CLP Backup Agreement

This Business CLP Backup Agreement (Agreement) is made and entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Provider Address: .

RECITALS

WHEREAS, Client operates systems, records, processes, and data constituting Client's CLP (Critical Log and Process) records that require regular backup, secure storage, and verified restore capability; and

WHEREAS, Service Provider represents that it has the technical expertise, facilities, and procedures necessary to perform backup, retention, encryption, verification, and restoration services for Client's CLP records in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide CLP backup services to Client.

SCOPE OF WORK

Service Provider shall perform the CLP backup services described below. Services shall include, at a minimum, secure extraction of covered CLP records, encrypted transmission to backup storage, periodic verification of integrity, and restoration support as set forth in this Agreement.

BACKUP SPECIFICATIONS

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay the fees described below according to the schedule set forth.

All fees payable under this Agreement are exclusive of taxes. Client shall be responsible for all sales, use, excise, and similar taxes imposed by any governmental authority, excluding taxes on Service Provider's net income.

TERM AND TERMINATION

Term. This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated pursuant to this Section.

Termination for Convenience. Either party may terminate this Agreement without cause by delivering written notice to the other party at least prior to the intended termination date.

Termination for Cause. 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 receipt of written notice identifying the breach with reasonable particularity.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes all non-public business, technical, financial, and CLP records and any copies, analyses, or compilations thereof. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (c) employ reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access or disclosure.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was lawfully in the receiving party's possession prior to disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

DATA INCIDENTS AND RESPONSE

Service Provider shall promptly notify Client of any actual or suspected unauthorized access to, disclosure of, or loss of CLP records under Service Provider's control. Notification shall include the nature of the incident, the data elements affected, actions taken to contain and remediate the incident, and recommended next steps. Service Provider shall cooperate with Client's reasonable incident response and regulatory obligations.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, 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. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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

MISCELLANEOUS PROVISIONS

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Service Provider's obligations hereunder.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

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