Business Privacy Matters

BUSINESS PRIVACY MATTERS

This Business Privacy Matters Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Company engages in business activities that involve the collection, storage, processing and transmission of certain personal and business data; and

WHEREAS, Service Provider provides privacy compliance, data handling, security and related advisory or operational services; and

WHEREAS, the parties desire to set forth their respective obligations with respect to privacy, confidentiality, data security and the handling of Confidential Information and Personal Data under the terms set forth below.

SCOPE OF WORK

Service Provider will perform the services described below (the Services). Services shall include substantive privacy advisory, data mapping, policy drafting, incident response planning, training and reasonable implementation support as agreed in writing.

PAYMENT TERMS

Company shall pay Service Provider the fees and expenses set forth below in consideration for the Services.

All fees are exclusive of taxes. Company shall reimburse reasonable, pre-approved out-of-pocket expenses. Unless otherwise stated, Service Provider may suspend Services if invoice payment is more than days overdue after written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience with days' prior written notice. Either party may terminate for material breach if the breach remains uncured for days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in any form that relates to business operations, customers, pricing, technical data, personal data, security measures, and other proprietary matters, whether marked confidential or reasonably understood to be confidential.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted below.

Permitted disclosures include Recipient's employees, contractors and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein. Recipient may disclose Confidential Information to the extent required by law or valid court order provided Recipient gives prompt written notice to Discloser and cooperates, at Discloser's expense, in seeking confidential treatment or a protective order.

Upon termination or at Discloser's request, Recipient shall promptly return or certify the secure destruction of Confidential Information, except that Recipient may retain one archival copy as required by applicable record-retention policies, subject to the continuing confidentiality obligations of this Agreement.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of from the date of termination, except where a longer statutory period applies to certain Personal Data.

DATA PROTECTION AND PRIVACY ASSURANCES

Service Provider represents that it shall process Personal Data only in accordance with documented instructions from Company, implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, and, where applicable, assist Company with data subject access requests and breach notifications.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its negligent or willful breach of this Agreement, except to the extent caused by the indemnified party's own negligence or willful misconduct. Neither party's liability for direct damages shall exceed the amounts actually paid by Company to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within 30 days, disputes shall be resolved by the courts located within the chosen state.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

DATA TYPES (SELECT ALL THAT APPLY)

Personal Data (PII) Customer Data Employee Data Financial Data Other

ACKNOWLEDGEMENTS

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider affirms that it will maintain commercially reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the Personal Data processed.

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