Business Processing Worksheet

Business Processing Worksheet

Processor Name:    Client Name:

Date Prepared:    Worksheet ID:

Recitals

WHEREAS, Processor is engaged in the business of providing data processing, conversion, and business workflow services and has the technical capacity and personnel to perform the processing tasks described herein; and

WHEREAS, Client desires to engage Processor to perform certain processing services on the terms and conditions set forth in this Business Processing Worksheet and any accompanying agreement; and

WHEREAS, the parties intend for this document to define the scope, deliverables, schedule, and commercial terms governing the processing engagement.

Scope of Work

Processing Details

Deliverables & Milestones

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Payment Terms

Total Fee: $

Late Payment Fee:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Confidentiality

The parties acknowledge that in the course of performance, each may receive Confidential Information. Each party shall: (a) use Confidential Information only for performance under this worksheet; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know and subject to equivalent confidentiality obligations; and (c) implement reasonable administrative, technical and physical safeguards to protect Confidential Information. Confidential Information does not include information that is or becomes publicly known through no breach of this worksheet, or that is independently developed without use of the other party's Confidential Information.

Data Security and Compliance

Processor shall maintain security measures appropriate to the sensitivity of the data processed, including access controls, encryption in transit and at rest where applicable, regular vulnerability assessment, and incident response procedures. Processor shall promptly notify Client of any unauthorized access or data breach affecting Client data and cooperate in remediation and required notifications.

Applicable Compliance Standards:
GDPR-like requirements
Health-data / HIPAA-type controls
Other:

Acceptance, Testing, and Change Control

Fees for Additional Work

Hourly Rate for Out-of-Scope Work: $    Minimum Billing Increment:

Representations and Warranties

Each party represents that it has the authority to enter into this worksheet and that performance will comply with applicable laws. Processor represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, NO OTHER WARRANTIES ARE MADE, AND BOTH PARTIES DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW.

Governing Law; Entire Agreement

This worksheet shall be governed by and construed in accordance with the laws of the state specified by the parties. All disputes arising under or in connection with this worksheet shall be subject to the exclusive jurisdiction of the state and federal courts located in that state, unless otherwise agreed in writing.

This Business Processing Worksheet, together with any referenced exhibits and the underlying services agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

Administrative Contacts

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