Business EDF Document

BUSINESS EDF DOCUMENT

This Business EDF Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: ; and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, Client requires the creation, transmission, processing and controlled storage of an electronic data file (hereinafter "EDF") containing business records and related metadata for the purposes described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and technical resources to receive, process and manage such EDFs in accordance with the specifications, security controls and use restrictions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, fees, confidentiality, and other terms governing the creation, delivery and use of the EDF.

SCOPE OF WORK

Services shall include preparation, validation, formatting, secure transmission, and temporary storage of the EDF as specified above. Service Provider shall perform services in accordance with the timelines and deliverable specifications set forth in the attached schedules, and shall maintain operational and administrative controls reasonably necessary to protect the integrity of the EDF.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the Payment Schedule. Unless otherwise agreed, invoices are due within days of invoice receipt. All sums are due in lawful currency of the United States unless otherwise specified.

The Client shall be responsible for any applicable taxes. Disputed invoice items must be identified in writing within ten (10) days of receipt of the invoice; undisputed amounts remain payable according to the terms above.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach.

Upon termination, Service Provider shall deliver all EDFs and related materials to Client and shall, at Client's direction, securely delete any remaining copies in Service Provider's possession within a commercially reasonable period.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") whether in oral, written, electronic or other form, including without limitation the EDF, business operations, pricing, and technical specifications. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Receiving Party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

DATA RIGHTS AND SECURITY

Client retains all right, title and interest in and to the EDF and any derivative works thereof. Service Provider is granted a limited, non-exclusive, revocable license to use the EDF solely to perform obligations under this Agreement. Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the EDF, including access controls, encryption in transit and at rest where feasible, and periodic security reviews. Service Provider shall promptly notify Client of any unauthorized access, use or disclosure of EDFs.

LIMITATION OF LIABILITY

Except for breach of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, including lost profits. Each party's aggregate liability arising from or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict 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 Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Notices under this Agreement shall be delivered to the contact information provided below.

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