Client Consent Vinculation Form

CLIENT CONSENT VINCULATION FORM

Parties and Recitals

This Client Consent Vinculation Form (the "Agreement") is entered into by and between Client Name: and Service Provider Name: (collectively, the "Parties").

WHEREAS, Client seeks to engage Service Provider to perform the services described below and to permit the vinculation (linking) of certain Client accounts, identifiers, and records to facilitate such services; and

WHEREAS, Service Provider requires Client's informed, written consent to establish, maintain, and, where authorized, transfer linked records between Service Provider and affiliated third parties for the limited purposes set forth in this Agreement.

WHEREAS, the Parties intend for this Agreement to define the scope, limitations, and legal protections applicable to the vinculation, sharing, and use of Client information.

Scope of Work

The Services shall include, as applicable, the establishment of directed links between Client accounts and Service Provider systems, transfer of identifying information, and periodic reconciliation of linked records. Client authorizes only the types of data expressly listed in the Scope of Work and limits any further uses as set forth herein.

Consent to Vinculation and Data Sharing

Client expressly authorizes Service Provider to create, maintain, and, where necessary, transmit linked records and identifiers for the purposes of performing the Services. Client further acknowledges and consents to the following specific actions (check each box to provide discrete consent):

Allow linking of Client accounts and identifiers between Client and Service Provider for performance of Services.

Allow limited sharing of linked information with Service Provider's affiliates strictly for delivery, support, or reconciliation of Services.

Permit transmission of linked identifiers to third-party verifiers where necessary to validate account status or ownership.

Client may revoke any specific consent in writing, subject to reasonable transition procedures by Service Provider to preserve integrity of records already processed. Revocation will not retroactively invalidate actions taken in reliance on consent prior to receipt of revocation.

Payment Terms

Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorney fees, for overdue amounts.

Term and Termination

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

Confidentiality

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. “Confidential Information” means non-public information disclosed in connection with the Services, including linked identifiers, account data, trade secrets, business and technical information, and the terms of this Agreement.

Each Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations hereunder; and (c) restrict disclosure to employees, contractors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes public without breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed.

Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent required by law or valid legal process, provided the disclosing Party gives the other Party prompt written notice to allow it to seek protective measures or limit the disclosure.

Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it is authorized to grant the consents contained herein with respect to the accounts and data identified in the Scope of Work.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claim arising from the indemnifying Party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for liability arising from breaches of confidentiality, fraud, or willful misconduct, 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 State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits and the Scope of Work, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior proposals, negotiations, or agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Acknowledgement and Certification

By signing below, Client certifies that they have read and understand this Agreement, voluntarily consent to the vinculation and limited sharing described herein, and have the authority to grant such consent. Client acknowledges receipt of a copy of this executed Agreement.

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