Business Transmissions

BUSINESS TRANSMISSIONS AGREEMENT

This Business Transmissions Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Transmitting Party possesses information, data, technical documentation and related materials to be transmitted to Receiving Party for the purposes specified herein ("Transmissions"); and

WHEREAS, Receiving Party requires such Transmissions to perform business operations, integration, analysis, or service delivery as described in the Scope of Work; and

WHEREAS, the parties desire to set forth the terms and conditions governing the method, timing, security, ownership, payment, confidentiality and liability associated with such Transmissions.

SCOPE OF WORK

Transmitting Party shall transmit, and Receiving Party shall accept, the Transmissions described below in accordance with the requirements and acceptance criteria set forth in this Agreement.

API / Web Service SFTP / Secure File Transfer Encrypted Email Physical Media (secure courier)

PAYMENT TERMS

Receiving Party shall pay Transmitting Party the fees set forth below in consideration for the Transmissions and associated services.

Any undisputed amount not paid within days of its due date shall incur a late fee equal to on the outstanding balance, plus interest as permitted by law. Parties may also agree in writing to reasonable dispute holds.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice.

CONFIDENTIALITY

Each party acknowledges that Transmissions may include Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except to the extent that any Confidential Information constitutes a trade secret under applicable law, in which case protection shall be for so long as such status endures.

REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents and warrants that it has the authority to enter this Agreement and to transmit or receive the Transmissions. Transmitting Party warrants that, to its knowledge, the Transmissions do not infringe third-party intellectual property rights and are not knowingly false or misleading in any material respect. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its representations, warranties or obligations hereunder, or from the negligence or willful misconduct of the indemnifying party in connection with the Transmissions.

COMPLIANCE AND DATA PROTECTION

Each party shall comply with all applicable laws and regulations in connection with the Transmissions, including applicable data protection and privacy laws. Where personal data is included in the Transmissions, the parties shall implement appropriate technical and organizational measures to protect such data and shall process such data only on documented instructions from the other party unless otherwise required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of laws principles. The parties agree to first attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties shall pursue binding arbitration in the foregoing jurisdiction, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed 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, and communications, whether oral or written. No amendment or modification of this Agreement shall be enforceable unless made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contact information provided below by email (to the extent receipt is acknowledged), certified mail, or overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

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