Client Privacy Terms Agreement

CLIENT PRIVACY TERMS AGREEMENT

This Client Privacy Terms Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client engages Service Provider to perform certain services that will require Service Provider to access, process, or maintain Client personal data and confidential information; and

WHEREAS, the parties desire to set forth the terms and conditions governing the collection, use, disclosure, safeguarding, retention and disposition of such data, and to allocate responsibilities with respect to obligations imposed by applicable privacy and data protection law.

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

1. SCOPE OF WORK

2. PAYMENTS

Client shall pay Service Provider for the services described in Section 1 as set forth below. All amounts are payable in lawful currency.

3. TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may immediately terminate upon material breach by the other party that remains uncured for more than 30 days after written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed prior to termination.

4. CONFIDENTIALITY AND DATA PROTECTION

For purposes of this Agreement, Confidential Information includes all non-public information disclosed by Client to Service Provider, including but not limited to personal data, financial information, customer lists, and other information identified as confidential. Service Provider shall:

a) process Confidential Information only to perform the services described in Section 1 and in accordance with Client’s documented instructions; b) implement and maintain appropriate technical and organizational measures designed to protect Confidential Information against unauthorized access, disclosure, alteration or destruction; c) restrict access to Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Service Provider shall notify Client without undue delay upon becoming aware of any unauthorized access to or disclosure of Confidential Information (a Data Breach), provide details of the incident, and cooperate with Client in fulfilling any notification obligations to affected individuals or regulators where required by law.

Confidentiality obligations survive termination of this Agreement for a period of or as long as applicable law requires retention, whichever is longer.

5. CLIENT DATA SUBJECT RIGHTS

Service Provider will, to the extent legally permitted and feasible, assist Client in responding to requests from data subjects to access, rectify, erase, restrict processing, or port personal data. Service Provider will promptly notify Client if it receives any such request directly.

6. SUBPROCESSORS AND AUTHORIZED DISCLOSURES

Service Provider may engage subcontractors to process Confidential Information only with Client’s prior written authorization. Service Provider shall impose equivalent data protection obligations on subcontractors and remain liable for their performance. Disclosures required by law are permitted only if Service Provider provides Client with prompt notice so Client may seek protective measures, unless prohibited by law.

7. SECURITY

Service Provider represents that it maintains industry-standard administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information. Upon Client request, Service Provider will provide a written summary of general categories of safeguards in place; such summary shall not constitute confidential information.

8. WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES UP TO THE AGGREGATE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, oral or written. Any amendment must be in writing and signed by both parties.

11. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The rights and obligations of the parties under this Agreement may not be assigned without the other party's prior written consent, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets.

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