Data IO Form

DATA IO FORM

Client Name:    Client Address:

Service Provider:    Provider Address:

Effective Date:

RECITALS

WHEREAS, Client engages Service Provider to perform certain data ingestion, processing, transformation, and transmission services as further described herein; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and systems necessary to accept Client data inputs, process such data in accordance with agreed specifications, and deliver outputs in the formats and schedule set forth in this Data IO Form; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, data ownership, and other terms applicable to the services described below.

SCOPE OF WORK

PAYMENT TERMS

All payments shall be made in U.S. dollars unless otherwise agreed in writing. Invoices not disputed in good faith within ten (10) days shall be deemed accepted for payment purposes. Overdue amounts shall accrue late fees as set forth above and the prevailing party may suspend services following ten (10) days' written notice of nonpayment.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Data IO Form for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Upon termination for any reason, Service Provider shall, at Client's direction, securely return or destroy Client Data in accordance with the Data Return/Destruction provisions set forth below.

CONFIDENTIALITY AND DATA SECURITY

For purposes of this Data IO Form, "Confidential Information" includes Client data inputs, output deliverables, specifications, business information, and any other non-public material disclosed by one party to the other. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Form; (b) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement administrative, physical, and technical safeguards appropriate to the sensitivity of the data to protect against unauthorized access, disclosure, alteration, and destruction.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Form; (ii) is rightfully received by the receiving party from a third party without restriction; or (iii) is independently developed by the receiving party without use of or reference to Confidential Information.

DATA OWNERSHIP; LICENSE

Client retains all right, title, and interest in and to Client Data. Service Provider is granted a non-exclusive, limited license to process Client Data solely to perform the services described in this Data IO Form. Service Provider shall not use Client Data for any purpose outside the scope of this Form, including for training of models, analytics unrelated to the agreed services, or resale, unless expressly authorized in writing by Client.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party warrants that it has authority to enter into this Data IO Form. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client warrants that it has the rights to provide the data to Service Provider for processing. Service Provider will indemnify and hold harmless Client from third-party claims arising from Service Provider's breach of this Form, negligence, or willful misconduct in performing the services. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party's aggregate liability for claims arising out of or related to this Data IO Form shall exceed the total fees paid by Client to Service Provider under this Data IO Form during the twelve (12) month period preceding the claim.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable data protection, privacy, export control, and other laws and regulations in the performance of its obligations under this Data IO Form. If processing of personal data is involved, the parties shall cooperate to satisfy applicable legal requirements, including responding to data subject requests and law enforcement requests consistent with applicable law.

GOVERNING LAW; ENTIRE AGREEMENT

This Data IO Form shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Data IO Form.

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

MISCELLANEOUS

If any provision of this Data IO Form is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Data IO Form without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assigning party remains liable for its obligations hereunder.

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