Business DBIDS Document

BUSINESS DBIDS DOCUMENT

Agreement Identification

Agreement Date:    Effective Date:

Parties

Recitals

WHEREAS, Service Provider operates personnel who require access to Sponsor controlled facilities and Sponsor administers access through a DBIDS-compatible identification and vetting program; and

WHEREAS, the parties desire to set forth the terms under which Service Provider personnel will be enrolled, vetted, and issued DBIDS access credentials for the purpose of performing contracted work at Sponsor facilities; and

WHEREAS, Sponsor requires certain representations, background checks, documentation, and data handling assurances as conditions of enrollment and badge issuance.

Scope of Work

Service Provider shall enroll and present for Sponsor's approval the individuals listed for DBIDS enrollment and shall ensure each such individual meets Sponsor's identity verification, eligibility, and compliance requirements. Enrollment services include collection and submission of identity documentation, completion of required forms, biometric capture where required, coordination of appointment scheduling, and delivery of issued access credentials to Sponsor or Provider as directed.

DBIDS Enrollment Requirements & Data Handling

Service Provider represents and warrants that it will provide accurate identification documents for each enrollee, obtain any required consents, and promptly notify Sponsor of any changes in an enrollee's eligibility. Provider will collect and transmit only the minimum personally identifiable information (PII) necessary for enrollment and will not retain biometric data beyond the retention period authorized by Sponsor. Provider agrees to comply with Sponsor's security protocols, to use secure transmission methods for PII, and to limit access to such data to personnel with a demonstrated need-to-know.

Certification: Provider certifies that each enrolled individual has provided the required identification documents and that Provider has not knowingly provided false information in support of any enrollment.

Payment Terms

Sponsor shall pay Provider the fees set forth below for enrollment services and badge processing. Provider shall invoice Sponsor in accordance with the schedule below. All payments are due within thirty (30) days of Sponsor's receipt of a correct invoice unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date or until terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for cause on written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including PII, security procedures, and enrollment records. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform obligations hereunder and subject to confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for performance under this Agreement. Confidential Information shall not include information that is publicly available, independently developed without use of the other's Confidential Information, or required to be disclosed by law, provided the disclosing party provides prompt written notice to the other party to allow for protective measures.

Indemnification and Liability

Provider shall indemnify, defend and hold Sponsor harmless from third-party claims arising out of Provider's negligence, willful misconduct, or breach of this Agreement, including breaches relating to false enrollment information. Sponsor shall indemnify Provider for Sponsor's negligence or willful misconduct. Neither party shall be liable for incidental, consequential, or punitive damages except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.

Compliance with Laws and Facility Rules

Each party shall comply with all applicable laws, regulations, and Sponsor facility rules. Provider acknowledges that Sponsor may suspend or revoke an individual's access privileges for security, safety, or regulatory reasons, and Provider shall promptly remove such individual from Sponsor premises when notified.

Governing Law

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

Entire Agreement

This Agreement, including any attachments executed by the parties, constitutes the entire agreement between the parties with respect to DBIDS enrollment and access services and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the same subject matter. Any modification must be in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons identified above or to such other address as a party may designate by written notice. Notice is effective upon receipt.

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that the remedies at law for a breach of confidentiality or misuse of PII may be inadequate and that injunctive relief may be appropriate in addition to other remedies.

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