Business Services SDSC

Business Services SDSC

This Business Services Standard Data Security and Confidentiality Agreement (the "Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform business services that may involve access to Client's confidential information and sensitive business data; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and technical safeguards to perform such services and to protect Client Data in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and security obligations that will govern the performance of the services and the handling of Confidential Information.

SCOPE OF WORK

PAYMENT TERMS

All amounts are stated in the currency of record. Invoices are due within days of invoice date. Late payments shall accrue interest at a rate of per month, or the maximum allowed by law, whichever is lower. In addition, Client agrees to pay a late fee minimum of for any overdue invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice.

Upon termination or expiration, Service Provider shall cease further work and, within days, return or securely destroy all Client Data in its possession, except as required to comply with applicable law.

CONFIDENTIALITY AND DATA SECURITY

"Confidential Information" means any non-public information disclosed by Client to Service Provider, whether written, oral or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, trade secrets, and Client Data.

Service Provider shall: (a) use Confidential Information solely to perform the services under this Agreement; (b) restrict access to Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement and maintain administrative, physical and technical safeguards appropriate to the size and nature of the Service Provider and the sensitivity of the Confidential Information, including measures to protect against unauthorized access, disclosure, alteration or destruction.

Service Provider will notify Client without undue delay, and in no event later than hours after discovery, of any confirmed security incident involving Client Data and will cooperate with Client in investigating and responding to any such incident.

The obligations in this Section shall not apply to information that: (i) is or becomes publicly known through no act or omission of Service Provider; (ii) is independently developed by Service Provider without use of or reference to Confidential Information; (iii) is lawfully obtained from a third party without restriction; or (iv) is required to be disclosed by law, regulation or valid governmental order, provided that Service Provider gives Client prompt written notice and cooperates with Client to seek confidential treatment.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise expressly agreed in writing, Client retains all right, title and interest in Client Data and in any pre-existing intellectual property. Service Provider grants Client a perpetual, worldwide, royalty-free license to any deliverables expressly created under this Agreement, to the extent necessary for Client's internal use.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for direct damages arising from or related to this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is found 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 Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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