Business Document DRM

BUSINESS DOCUMENT DRM AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the development, management and secure distribution of business documents and digital assets and offers document rights management services to control access, reproduction, and distribution; and

WHEREAS, Client desires to engage Provider to apply and manage document rights management controls for Client documents in accordance with the terms set forth herein and Provider is willing to provide such services on the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the protections, obligations and remedies provided by this Agreement shall govern handling, access, retention and destruction of documents subject to this Agreement effective as of Effective Date: .

Scope of Work

Provider shall implement, host, maintain and administer document rights management controls on the Client documents identified and delivered under this Agreement. Services shall include but are not limited to: access control configuration, encryption at rest and in transit, usage policy enforcement (view, print, copy, export), user authentication integration, audit logging, and secure destruction procedures in accordance with Section on Data Retention and Destruction.

Payment Terms

Client shall pay Provider the fees set forth in this section in consideration for the services. Fees are non-refundable except as expressly stated in this Agreement.

All payments are due in accordance with invoiced terms. Client will reimburse Provider for reasonable costs of collection, including attorneys' fees, for overdue amounts. Provider may suspend access to managed documents for accounts more than thirty (30) days past due after providing written notice and opportunity to cure in accordance with the Termination provisions below.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will continue in effect until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach, except that termination for failure to pay shall permit a ten (10) day cure period. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination, including any applicable termination fees set forth in an attached fee schedule.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose, use or permit access to any Confidential Information of the other party (the Disclosing Party) except as necessary to perform under this Agreement. "Confidential Information" includes technical, business and security information, access credentials, encryption keys, document contents and usage logs, but does not include information that is or becomes publicly available through no fault of the Receiving Party, or is rightfully received from a third party without obligation of confidentiality.

The Receiving Party shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information, including encryption, role-based access controls, and audit logging. Upon termination or expiration of this Agreement, the Receiving Party shall return or securely destroy Confidential Information as directed by the Disclosing Party and certify destruction in writing where requested.

Intellectual Property; License

Client retains all right, title and interest in and to Client documents and any underlying data. Provider retains all right, title and interest in Provider software, platform and tools. Provider grants Client a limited, non-exclusive, non-transferable license to use Provider's DRM controls solely to manage Client documents under the terms of this Agreement. Client grants Provider a limited right to process, store and act upon Client documents as necessary to perform the services, subject to the confidentiality and security provisions herein.

Security Measures and Audit Rights

Provider will maintain commercially reasonable physical, administrative and technical safeguards appropriate to the nature of the Client documents and the services. Provider agrees to maintain audit logs sufficient to demonstrate compliance with agreed policies and to permit an audit by Client or an independent auditor (at Client's expense) upon reasonable notice not less than Audit Notice Period (days): . Audits shall be conducted during normal business hours and in a manner that does not unreasonably disrupt Provider's operations.

Data Retention and Destruction

Provider shall retain Client documents only for the period necessary to perform the services or as required by Client instructions. Upon expiration or termination of this Agreement, Provider shall, at Client's election, either return all Client documents in Provider's possession or securely and irreversibly destroy such documents and provide a written certificate of destruction within thirty (30) days.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses or damages arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for breach of confidentiality, indemnification obligations, or proven willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either party for claims under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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