Contract Management FTC Addendum

CONTRACT MANAGEMENT FTC ADDENDUM

This Contract Management FTC Addendum (the "Addendum") is entered into as of by and between Client Name: , a organized under the laws of , with principal place of business at (hereinafter "Client"), and Service Provider Name: , a organized under the laws of , with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, the Parties have entered into a Contract Management Agreement dated (the "Agreement") under which Provider performs contract management services for Client; and

WHEREAS, the Parties intend that Provider's performance and Client's use of Provider's services comply with all applicable consumer protection, advertising, marketing, privacy, and data disposal requirements administered by the Federal Trade Commission and related regulatory obligations (collectively, "FTC Requirements"); and

WHEREAS, the Parties desire to document additional obligations, representations, and remedies related to compliance with FTC Requirements in this Addendum.

Now Therefore

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. Definitions

1.1 "FTC Requirements" means all applicable statutes, rules, regulations, orders, and guidance administered by the Federal Trade Commission and any successor authority, including obligations regarding unfair or deceptive acts or practices, truth-in-advertising, disclosures, privacy, data security, and disposal of consumer information.

1.2 "Confidential Information" has the meaning set forth in the Agreement and includes customer data, consumer reports, and any non-public information subject to FTC Requirements.

2. Compliance Obligations

2.1 Provider shall perform all services in a manner consistent with FTC Requirements. Provider shall not engage in any practice that could be deemed deceptive, unfair, or misleading, and shall ensure that representations, disclosures, endorsements, or marketing materials produced or used by Provider on behalf of Client comply with truth-in-advertising principles and any required express disclosures.

2.2 Provider shall maintain policies, procedures, and training reasonably designed to ensure compliance with FTC Requirements, including procedures for review and approval of consumer-facing communications and mechanisms to timely correct or retract any non-compliant communications.

3. Data Security, Privacy and Disposal

3.1 Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the Confidential Information and consistent with FTC Requirements. Such safeguards shall include access controls, encryption where appropriate, secure transmission protocols, and regular vulnerability assessments.

3.2 Provider shall dispose of consumer information in its possession in a manner reasonably designed to protect against unauthorized access or use, consistent with applicable disposal obligations under FTC Requirements and industry practice.

4. Representations and Warranties

4.1 Provider represents and warrants that (a) it has the authority and capacity to enter into this Addendum; (b) its performance under the Agreement and this Addendum will comply with all applicable FTC Requirements; and (c) it has implemented policies and procedures sufficient to enable compliance with the obligations set forth herein.

4.2 Client represents and warrants that it will provide Provider with accurate and complete instructions and information necessary for Provider to perform services in compliance with FTC Requirements and will notify Provider promptly of any relevant changes in applicable law or regulatory guidance of which Client becomes aware.

5. Audit, Reporting and Cooperation

5.1 Provider shall permit Client, or an independent auditor engaged by Client, to audit Provider's compliance with this Addendum upon reasonable prior written notice and during normal business hours. Such audits shall be limited to those records, personnel, systems, and procedures reasonably related to the services provided under the Agreement and to compliance with FTC Requirements.

5.2 Provider shall promptly notify Client in writing upon discovery of any incident, violation, or omission that may reasonably be expected to give rise to a material violation of FTC Requirements, and shall reasonably cooperate with Client in responding to inquiries, investigations, corrective actions, consumer notifications, or regulatory examinations.

6. Confidentiality

6.1 Provider shall treat all Confidential Information in accordance with the confidentiality provisions of the Agreement. Provider's obligations shall survive termination of the Agreement for the period specified in the Agreement and for any additional period required by applicable law or FTC Requirements.

7. Indemnification

7.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's breach of this Addendum, violation of FTC Requirements, negligent acts or willful misconduct in connection with the services provided under the Agreement.

8. Limitation of Liability

8.1 Except as expressly provided in Section 7 (Indemnification) or to the extent the limitation is prohibited by applicable law, neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of or related to this Addendum.

9. Term and Termination

9.1 This Addendum shall commence on the Effective Date and shall continue for the duration of the Agreement unless earlier terminated in accordance with the Agreement or this Addendum.

9.2 Either Party may terminate the Agreement and this Addendum for material breach by the other Party of obligations under this Addendum upon written notice and failure to cure within thirty (30) days; provided that for breaches constituting a willful or knowing violation of FTC Requirements, Client may terminate immediately upon written notice.

10. Notices

Client Notice Contact

Client Notice Address

Provider Notice Contact

Provider Notice Address

11. Amendments; Waiver

11.1 No amendment to this Addendum shall be effective unless in writing signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

12. Governing Law

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

13. Entire Agreement

13.1 This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. Severability

14.1 If any provision of this Addendum is held to be illegal, invalid or unenforceable, in whole or in part, such provision shall be enforced to the maximum extent permitted by applicable law and the remaining provisions shall remain in full force and effect.

15. Counterparts

15.1 This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

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