Business Technology Protocol

BUSINESS TECHNOLOGY PROTOCOL

This Business Technology Protocol ("Protocol") is entered into as of Effective Date: by and between Client Name: , with primary address: and Provider Name: , with primary address: (collectively, the "Parties").

WHEREAS

WHEREAS, Client engages Provider to design, implement, manage and maintain specified technology systems, integrations, security controls and operational protocols in support of Client's business objectives; and

WHEREAS, Provider represents that it has the technical expertise, personnel and resources necessary to perform the services described herein and agrees to comply with the standards, security measures and control processes set forth in this Protocol; and

WHEREAS, the Parties desire to set forth the scope, responsibilities, payment terms and governance applicable to the technology services to minimize operational risk and preserve confidentiality and intellectual property.

SCOPE OF WORK

TECHNICAL STANDARDS AND CONTROLS

Provider shall implement and maintain technical controls commensurate with the sensitivity of Client data, including but not limited to access control, multi-factor authentication for administrative access, encryption of data at rest and in transit where feasible, regular vulnerability scanning, patch management, and documented change control. Provider will maintain an inventory of systems and a configuration baseline.

Provider will produce and update operational runbooks for critical processes, perform backups according to the schedule set forth below, and test restore procedures at intervals no less frequent than every days.

INCIDENT RESPONSE AND REPORTING

Provider shall maintain an incident response program and notify Client of any security incident affecting Client systems or Client Data within hours of discovery. Notification shall include a description of affected systems, estimated scope, and remediation steps.

PAYMENT TERMS

Compensation for the Services will be as follows:

TERMS AND TERMINATION

Term: This Protocol commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Protocol for convenience upon written notice to the other Party delivered no fewer than days prior to the effective termination date. Either Party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one Party to the other, whether in oral, written or electronic form. The receiving Party will: (a) use Confidential Information solely to perform obligations under this Protocol; (b) restrict access to Confidential Information to personnel with a need to know who are bound by confidentiality obligations; and (c) exercise reasonable care, at least as great as it uses to protect its own Confidential Information, to prevent unauthorized disclosure. Confidential Information does not include information that is: (i) publicly known through no fault of the receiving Party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing Party's Confidential Information; or (iv) required to be disclosed by law or valid order of a court or regulatory body, provided the receiving Party gives prompt notice to the disclosing Party to allow it to seek protective measures.

INTELLECTUAL PROPERTY

Except as otherwise expressly provided in a written statement of work, the Parties agree that Client retains ownership of Client Data and any pre-existing Client intellectual property. Provider grants Client a non-exclusive license to any Provider deliverables solely to use, operate and maintain the systems for Client's internal business purposes. Provider will assign to Client, to the extent permitted by law and to the extent created specifically for Client under this Protocol, all rights, title and interest in custom deliverables upon full payment.

LIMITATION OF LIABILITY

Except for breach of confidentiality or willful misconduct, neither Party will be liable for incidental, consequential, special or punitive damages arising out of or related to this Protocol. The aggregate liability of either Party for any claim arising out of this Protocol will not exceed the amounts paid to Provider under this Protocol during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Protocol will be governed by and construed in accordance with the laws of the State or jurisdiction specified here: without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Protocol, together with any executed statements of work and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices under this Protocol must be in writing and delivered to the contact persons listed below. If any provision of this Protocol is held to be invalid or unenforceable, the remainder of this Protocol will continue in full force and effect.

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