Business SS Request

Business SS Request

Parties

Client Name:     Provider Name:

Corporation   Limited Liability Company (LLC)   Sole Proprietor   Other

Recitals (Whereas)

WHEREAS, Client operates a business that requires verification and validation of Social Security numbers and related identity information for employees, contractors, or contractors' subcontractors (the "Subject Data"); and

WHEREAS, Provider is duly qualified and experienced to perform Social Security verification and related services and agrees to provide such services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Provider shall perform Social Security verification services (the "Services") in accordance with the specifications below and as further described in the Scope of Work. Services shall include, at a minimum, secure submission, validation of Social Security numbers against available databases, reporting of verification results, and retention and disposition of supporting documentation in accordance with applicable law.

Payment Terms

Client shall pay Provider for Services in accordance with the fee schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the agreed schedule, and Client shall pay undisputed amounts in a timely manner.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this section. The Effective Date is the date of the last signature below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days of written notice of such breach.

Confidentiality

Each party acknowledges that, in the course of performing this Agreement, it may receive or have access to confidential information of the other party, including but not limited to Subject Data, business information, technical processes, and other proprietary information ("Confidential Information"). Each party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (b) use Confidential Information solely for performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Subject Data from unauthorized access, disclosure, modification, or destruction. Provider shall notify Client promptly upon becoming aware of any unauthorized access to or disclosure of Confidential Information and shall cooperate in any remediation or notification efforts required by applicable law.

The obligations in this section do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or unauthorized disclosure of Confidential Information, neither party shall be liable for consequential, incidental, special, or punitive damages.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits, schedules, and attachments hereto, 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 of this Agreement shall be binding unless in writing and signed by both parties.

Compliance with Law

Each party shall comply with all applicable laws, regulations, and industry standards relating to its performance under this Agreement, including privacy, data protection, and employment laws. Provider shall maintain any required permits or licenses necessary to perform the Services.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given when received or refused.

Representative Contacts

Acknowledgment

By signing below, each party represents and warrants that it has the power and authority to enter into this Agreement, that the individual signing on behalf of each party is authorized to bind such party, and that the information provided in this Business SS Request is true and accurate to the best of such party's knowledge.

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