Business Information Protocol

BUSINESS INFORMATION PROTOCOL

This Business Information Protocol (the Protocol) is entered into as of by and between:

Party Identification

WHEREAS

WHEREAS, Party A possesses business information, records, processes and other proprietary materials that are confidential and commercially valuable (collectively, Confidential Information); and

WHEREAS, Party B requires access to certain Confidential Information solely for the limited purposes set forth in this Protocol and has represented that it will protect and use such information in accordance with the terms herein; and

WHEREAS, the parties desire to set forth procedures, security measures and contractual obligations governing the sharing, use, retention and disposition of business information exchanged between them.

Definitions

"Confidential Information" means business plans, financial data, customer lists, pricing, trade secrets, technical information, know-how, software, product roadmaps, and any other non-public information disclosed by Party A to Party B in any form, whether oral, written, electronic, or tangible.

Scope of Work

Party B is authorized to receive and use Confidential Information solely to perform the following activities and deliverables described below. All disclosure and use shall be limited to what is reasonably necessary to accomplish the stated scope.

Business Information Handling Protocols

Party B shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Confidential Information from unauthorized access, acquisition, use, alteration, disclosure or destruction. Safeguards shall include, at minimum:

• Access controls and least-privilege authorization for personnel handling Confidential Information;
• Encryption of Confidential Information in transit and at rest using industry-standard protocols;
• Maintaining an inventory of copies, derivatives and locations where Confidential Information is stored;
• Secure disposal procedures for physical and electronic records at the end of the retention period.

Party B shall restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Protocol. Party B shall be responsible for any breach by such persons.

Payment Terms

In consideration for the services and access described herein, Party B shall pay Party A as follows:

Term and Termination

This Protocol commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Protocol for convenience upon written notice provided at least prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

Confidentiality

Party B shall hold Confidential Information in strict confidence and shall not disclose, publish, reproduce, distribute or otherwise make Confidential Information available to any third party except as expressly permitted by this Protocol or with the prior written consent of Party A. Party B shall use Confidential Information solely for the purposes set forth in the Scope of Work.

Upon expiration or termination of this Protocol, Party B shall, at Party A's election, promptly return or destroy all Confidential Information and certify in writing the disposition of such materials within of the effective termination date.

Audit and Compliance

Party A reserves the right to conduct reasonable audits of Party B's information security controls and handling practices with prior written notice of and during normal business hours, provided that audits are conducted in a manner designed to minimize disruption to Party B's operations.

Breach Notification

In the event of a confirmed or suspected unauthorized disclosure of Confidential Information, Party B shall notify Party A without undue delay and in no event later than forty-eight (48) hours after discovery, provide all available information regarding the nature, scope and corrective measures taken with respect to the incident.

Limitation of Liability

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

Governing Law

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

Entire Agreement and Amendments

This Protocol, together with any attachments or written schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Protocol is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and agree that equitable relief, including injunctive relief and specific performance, shall be available to the non-breaching party in addition to any other remedies at law or in equity.

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