Business Data Plan

BUSINESS DATA PLAN

This Business Data Plan (the "Plan") is made and entered into as of by and between Client Name: with principal place of business at , and Data Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client requires collection, processing, storage and delivery of certain business data for operational, analytical and reporting purposes; and

WHEREAS, Provider represents that it has the technical capacity, personnel and security controls necessary to receive, process and safeguard such data in accordance with this Plan; and

WHEREAS, the parties desire to set forth the scope, duties, security obligations, ownership, compensation and other material terms applicable to the handling of Client data by Provider.

1. SCOPE OF WORK

2. PAYMENT TERMS

Total Fee: . Payment shall be made in accordance with the schedule below.

Late Payment: If any undisputed amount is not paid within days after the due date, Provider may assess a late fee equal to on the overdue amount, compounded monthly to the extent permitted by law.

3. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Plan for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Provider will deliver to Client all deliverables completed as of the termination date and shall, at Client's direction, securely return or destroy Client data in accordance with Section 6 (Data Retention and Deletion).

4. CONFIDENTIALITY

Each party ("Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party ("Disclosing Party") and shall not disclose such information to any third party except as permitted in this Plan. "Confidential Information" includes non-public business information, technical data, specifications, business plans, trade secrets, and Client Data. Confidential Information does not include information that (i) is or becomes public other than by breach of this Plan; (ii) was known to Receiving Party prior to disclosure as evidenced by written records; or (iii) is rightfully obtained by Receiving Party from a third party without restriction.

Receiving Party will restrict access to Confidential Information to employees, contractors and agents with a legitimate need to know and will ensure those persons are bound by confidentiality obligations no less protective than those set forth herein. Receiving Party may disclose Confidential Information to the extent required by law or valid legal process, provided Receiving Party gives Disclosing Party prompt written notice and cooperates to seek confidential treatment.

5. DATA OWNERSHIP AND USE

Client retains all right, title and interest in and to Client Data. Provider receives no ownership rights in Client Data and is granted a limited, non-exclusive, revocable license to use Client Data solely to perform its obligations under this Plan. Provider will not use Client Data for Provider's own benefit, for marketing, or to develop competing products unless expressly authorized in writing by Client.

6. DATA RETENTION, SECURITY AND BREACH NOTICE

Provider shall notify Client without undue delay and, in any event, within hours of becoming aware of a confirmed security incident affecting Client Data, provide a written incident report, remediation plan and any reasonably requested cooperation to investigate and remediate the incident.

7. LIABILITY AND INDEMNIFICATION

Each party's liability for direct damages arising out of or relating to this Plan shall be limited to the fees actually paid by Client to Provider under this Plan during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or data protection obligations.

Provider shall indemnify, defend and hold Client harmless from third-party claims arising out of Provider's breach of its security obligations or unauthorized use or disclosure of Client Data, provided Client provides prompt written notice and reasonable cooperation in the defense of such claim.

8. REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has the full power and authority to enter into this Plan and that its performance will comply with applicable laws, including data protection and privacy laws applicable to the processing of Client Data.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Plan constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Plan must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Plan without the prior written consent of the other party, except that either party may assign this Plan in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Notices: All notices under this Plan shall be given in writing to the contact address specified below for each party.

ACKNOWLEDGEMENTS

The parties acknowledge that they have read and understand this Plan and agree to be bound by its terms. The individuals signing below represent and warrant that they are authorized to bind their respective parties.

Sign Now