Business CSIO Document

BUSINESS CSIO DOCUMENT

This Business CSIO Document (the "Agreement") is entered into as of between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires certain services and deliverables relating to Confidentiality, Security, Information Ownership, and Operations (collectively "CSIO Services"), and Provider represents that it has the competence and resources to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, fees, performance standards, confidentiality obligations, and ownership of work product with respect to the CSIO Services to be provided by Provider to Client;

WHEREAS, the parties intend that this Agreement establish the exclusive contractual terms governing their relationship for the subject matter herein.

SCOPE OF WORK

Provider shall perform the CSIO Services described below. Provider shall deliver all work in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

PAYMENT TERMS

As consideration for the CSIO Services, Client shall pay Provider the fees set forth below in United States dollars, net of taxes unless otherwise required by law.

Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY AND CSIO OBLIGATIONS

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including security procedures, system architectures, personal data, encryption keys, and business operations.

Each receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict access to Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information to prevent unauthorized use, disclosure or access.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the lawful possession of the receiving party prior to receipt; or (iii) is independently developed without use of the disclosing party's Confidential Information.

Data will be encrypted at rest and in transit where applicable
Access controls and least-privilege principles will be enforced
Provider will maintain audit logs and provide reports on request

INTELLECTUAL PROPERTY; INFORMATION OWNERSHIP

Unless otherwise expressly agreed in writing, Client retains ownership of Client Data and any pre-existing intellectual property provided by Client. Provider retains ownership of Provider's pre-existing tools, methodologies, software and general know-how. To the extent Provider delivers new, custom deliverables created specifically for Client under this Agreement ("Work Product"), Client shall own such Work Product upon full payment; Provider grants Client a worldwide, perpetual, royalty-free license to any Provider materials incorporated into Work Product solely to the extent necessary to use the Work Product as intended.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with 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, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) business day after confirmed overnight courier.

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