Business Cookies Document

BUSINESS COOKIES DOCUMENT

This Business Cookies Agreement (the Agreement) is made effective as of Effective Date: , by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing website and application cookie auditing, configuration of consent mechanisms, and related technical and advisory services; and

WHEREAS, Client operates or controls the website(s) and related online properties identified as Client Sites: and desires to engage Service Provider to perform the services described in this Agreement under the terms set forth herein.

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

SCOPE OF WORK

The core deliverables shall include, at a minimum, the following services (select all that apply) and any associated documentation, configuration files and acceptance testing:

PAYMENT TERMS

Client will pay Service Provider the fees set forth below in consideration for the services and deliverables specified in the Scope of Work.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice describing the breach. Upon termination, Client remains liable for all fees for services performed and expenses incurred through the date of termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the prior written consent of Discloser. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

DATA, COMPLIANCE AND COOKIES PRACTICES

Service Provider shall perform reasonable efforts to implement cookie mechanisms consistent with the representations made to Client and to applicable privacy and data protection principles. Client is responsible for determining the suitability of any cookie configuration and for any legal notices, consent language, or privacy policy content provided to end users. Service Provider will not be responsible for Client's failure to timely update privacy notices or to obtain required consents where such failure is caused by Client.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages arising out of or related to this Agreement. The aggregate liability of Service Provider for any claim arising out of this Agreement shall not exceed the amount of fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to its choice of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties are independent contractors and this Agreement does not create a partnership, joint venture or agency relationship between them.

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