Client Demographics Waiver

CLIENT DEMOGRAPHICS WAIVER AND DATA USE AGREEMENT

Client Name:    Provider Name:

RECITALS

WHEREAS, the Provider collects demographic and related information to evaluate service delivery, measure equity of access, and improve program outcomes; and

WHEREAS, the Client may voluntarily provide personal and demographic information and, by executing this Agreement, desires to grant certain permissions and waivers concerning the collection, use, disclosure, retention and anonymized reporting of such information under the terms set forth below; and

WHEREAS, the parties intend to define the permitted uses, safeguards, and limits of liability related to demographic data provided by the Client.

SCOPE OF WORK

DEMOGRAPHICS TO BE COLLECTED

The Client acknowledges that the Provider may request the following categories of demographic information. Client may decline any category prior to signing; unreturned categories are treated as declined.

VOLUNTARY PROVISION, CONSENT, AND WAIVER

Client acknowledges that provision of demographic information is voluntary. By selecting the consents below and signing this Agreement, Client expressly consents to the collection, use, retention and disclosure of the selected categories of data as described in the Scope of Work, subject to applicable law and the terms herein.

WAIVER: Except to the extent caused by Provider's gross negligence or willful misconduct, Client releases and waives any claims against Provider arising from the collection, storage, processing, disclosure or lawful use of demographic data provided hereunder, including claims for emotional distress, economic loss, or other damages related to anonymized reporting or authorized disclosures.

PAYMENT TERMS

If any fee is payable by Client for services associated with collection or processing of demographic data, the parties agree to the terms below. If no fee applies, enter "0" in Amount.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing the other party the notice set forth above. Upon termination, Provider will cease use of Client's identifiable demographic data within a commercially reasonable period except where legal obligations require longer retention.

CONFIDENTIALITY AND DATA SECURITY

Provider will treat identifiable demographic information as confidential and implement commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the data. Provider shall not disclose identifiable demographic data to third parties except with Client's consent or as required by law. Aggregated or anonymized data that cannot reasonably be re-identified may be disclosed for statistical, research or reporting purposes.

REPRESENTATIONS; INDEMNITY

Client represents and warrants that all demographic information provided is true and accurate to the best of Client's knowledge. Client agrees to indemnify and hold Provider harmless from any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) resulting from Client's false or fraudulent information, except to the extent caused by Provider's gross negligence or willful misconduct.

RELEASE OF CLAIMS

Client expressly releases Provider and its officers, directors, employees and agents from liability for incidental or consequential damages arising from anonymized use or authorized disclosures of demographic data, provided such uses are consistent with this Agreement and applicable law. This release does not cover damages resulting from Provider's gross negligence or willful misconduct.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws selected by the parties below. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in the selected jurisdiction, except where mandatory law provides otherwise.

This Agreement, including all attachments and incorporated documents, 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.

ACKNOWLEDGMENTS

By signing below, Client acknowledges that Client has read and understands this Agreement, had an opportunity to ask questions, and voluntarily accepts its terms. Client affirms that any demographic information provided is given voluntarily and that Client may withdraw consent in writing, subject to the Provider's lawful processing obligations and any legal retention requirements.

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