Business Processing Agreement

Business Processing Agreement

This Business Processing Agreement (the Agreement) is entered into as of Effective Date: between Client Name: with principal address:

and Processor Name: with principal address:

Recitals

WHEREAS, Client engages Processor to perform business processing services as set forth in this Agreement; and

WHEREAS, Processor represents that it has the experience, personnel and resources necessary to perform the services described herein and will perform such services in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the processing services and the protection of Confidential Information.

Scope of Work

Processor shall provide business processing services as described below. The detailed description of tasks, deliverables, performance standards, acceptance criteria, and any deliverable-specific schedules shall be set forth by the parties in writing and shall be incorporated into this Agreement.

Payment Terms

Client shall pay Processor for the services performed in accordance with the fee schedule below. All fees are exclusive of applicable taxes unless otherwise stated. Processor shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts within the payment period.

If Client disputes an invoice in good faith, Client shall provide written notice of the disputed amount and justification within ten (10) days of receipt; the parties shall negotiate in good faith to resolve the dispute. Undisputed portions shall remain payable when due. Processor may suspend performance for nonpayment after providing seven (7) days' written notice, unless the parties are actively resolving the payment dispute.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party.

Either party may terminate this Agreement for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination. Upon termination, Processor shall, at Client's election, return or destroy Client Confidential Information in Processor's possession and certify such return or destruction in writing.

Confidentiality

"Confidential Information" means all non‑public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Processor shall (a) hold Confidential Information of Client in strict confidence; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates with reasonable efforts to seek a protective order.

Data Protection and Security

Processor shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data processed to protect against unauthorized access, loss, alteration or disclosure. Processor shall promptly notify Client of any security incident affecting Client data and shall cooperate in investigation, mitigation and regulatory response as required by law.

Liability and Indemnification

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations and warranties. Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or data protection obligations, liability of each party for direct damages shall be limited to the fees paid by Client 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 the governing state selected above without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits and statements of work signed 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, negotiations and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

The obligations set forth in this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to confidentiality, payment of fees accrued prior to termination, indemnification and limits of liability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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