Business Information Processing

BUSINESS INFORMATION PROCESSING AGREEMENT

This Business Information Processing Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: and Processor Name: .

WHEREAS

WHEREAS, Client operates a business that collects, stores, and maintains commercial and operational data and requires certain processing, transformation, or management of such business information by a third party; and

WHEREAS, Processor represents that it has the technical ability, personnel, systems, and controls necessary to process and protect Client's information in accordance with this Agreement and applicable law; and

WHEREAS, the parties desire to set forth the terms under which Processor will provide information processing services to Client.

PARTIES AND CONTACTS

SCOPE OF WORK

Processor shall perform the following information processing services for Client. The parties agree that the scope described below constitutes the operative specification of services to be delivered by Processor.

PAYMENT TERMS

Client shall pay Processor for services performed in accordance with the following payment provisions.

TERM AND TERMINATION

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

Upon termination or expiration, Processor shall cease processing Client information and, at Client's election, return or securely destroy all Client data and certify such destruction in writing within thirty (30) days, except where retention is required by applicable law.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public business, financial, technical, and operational information provided by Client to Processor in any form. Processor shall:

1. Limit disclosure of Confidential Information to employees and contractors who need access to perform services and are bound by confidentiality obligations at least as protective as those in this Agreement;
2. Implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Confidential Information to prevent unauthorized access, use, or disclosure;
3. Not use Confidential Information for any purpose other than performing its obligations under this Agreement; and
4. Notify Client promptly upon discovery of any unauthorized access or disclosure and cooperate in remedial measures.

DATA SECURITY AND COMPLIANCE

Processor shall maintain reasonable security measures, including encryption for data in transit and at rest where appropriate, access controls, logging, and periodic security assessments. Processor shall comply with applicable laws governing the processing and protection of Client information.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, or punitive damages. The parties' aggregate liability under this Agreement shall not exceed the total fees paid to Processor under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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