Business DORA Document

BUSINESS DORA DOCUMENT

This Business DORA Document (the Agreement) is entered into as of Effective Date: by and between Company: with principal address at and Counterparty: with principal address at .

WHEREAS

WHEREAS, Company is engaged in business operations and requires assistance to achieve and maintain compliance with applicable digital operational resilience standards and related operational controls; and

WHEREAS, Counterparty represents that it has the expertise, personnel, and resources to provide the services described herein and to implement measures reasonably necessary to protect Confidential Information and operational integrity; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Contract Amount:

Invoicing Instructions:

Late Payment Fee: . Payments not received within the period specified in the invoice shall accrue the stated late fee compounded monthly until paid in full. The parties acknowledge that the late fee reflects a reasonable estimate of damages for delayed payment.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice detailing the breach. Termination does not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed and reimbursement of expenses.

Upon termination, Counterparty shall deliver to Company all work product, documentation, and materials produced under this Agreement and shall securely return or destroy Confidential Information in accordance with Section 5.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical designs, system architecture, operational resilience documentation, vulnerability assessments, and any personal data processed in connection with the services.

Each party shall (a) restrict disclosure of Confidential Information to employees, contractors, and advisors who need to know it to perform the party's obligations under this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; (b) use the same degree of care to protect the other's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not use the Confidential Information for any purpose other than the performance of this Agreement.

Confidentiality Period: The obligations in this Section shall continue for years following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue as long as such information remains a trade secret under applicable law.

5. DATA SECURITY AND OPERATIONAL CONTROLS

Counterparty shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Confidential Information and to meet industry-standard practices for digital operational resilience. Counterparty shall notify Company without undue delay upon becoming aware of any security incident materially affecting Company data and shall cooperate in investigation, mitigation, and remediation efforts.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors and employees from and against any third‑party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing under this Agreement. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that the other party shall have the right to participate at its own expense.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable under this Agreement for the twelve (12) month period preceding the claim.

7. ASSIGNMENT; SUBCONTRACTING

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may engage subcontractors provided that it remains responsible for the subcontractor's performance and ensures that subcontractors comply with confidentiality and security obligations at least as protective as those set forth herein.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising out of this Agreement.

9. ENTIRE AGREEMENT

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

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be given in writing to the addresses set forth above or such other address as either party may designate in writing.

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