Business EIDP Document

Business EIDP Document

This Business EIDP Document (the Agreement) is made effective as of by and between (hereinafter "Company") and (hereinafter "Recipient"). Company and Recipient are collectively referred to as the Parties.

WHEREAS

WHEREAS, Company develops, maintains, or controls certain business records, data classifications, and internal protocols related to enterprise information disclosure and protection (EIDP), including business strategies, client data, and technical controls; and

WHEREAS, Recipient has represented that it possesses the technical, managerial and administrative capability to assist with implementation, assessment, or management of the EIDP program described herein; and

WHEREAS, the Parties desire to set forth terms governing the scope of work, compensation, confidentiality, and other material obligations related to the EIDP services and activities to be performed by Recipient for Company.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

Recipient shall perform the services and deliverables described below in accordance with the timelines, specifications and acceptance criteria set forth in this Agreement. Recipient shall perform all services in a professional manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services rendered by Recipient, Company shall pay Recipient in accordance with the following terms. All payments are subject to the invoicing and approval procedures set forth below.

Invoices shall be submitted by Recipient to Company in writing and are due within the period specified in the Payment Schedule. Company may withhold payment for non-conforming or incomplete deliverables until such time as defects are corrected. All amounts payable under this Agreement are exclusive of taxes; Recipient shall be responsible for all taxes associated with its performance hereunder unless otherwise required by applicable law.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days following written notice specifying the breach. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those of its employees, agents, consultants or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination of this Agreement for a period of .

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no improper act of the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates to seek protective treatment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State, and each Party hereby consents to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including any 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, representations and understandings, whether written or oral. No modification or waiver of any provision shall be effective unless in a written instrument signed by both Parties.

NOTICES

All notices, consents, approvals and other communications required or permitted hereunder shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation where appropriate.

MISCELLANEOUS PROVISIONS

Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship, and neither Party shall have authority to bind or obligate the other except as expressly set forth in writing.

Remedies. The Parties acknowledge that remedies at law for breach of the confidentiality provisions may be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies in addition to monetary damages.

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