Data Management Template

DATA MANAGEMENT TEMPLATE

This Data Management Agreement (the Agreement) is made effective as of , (Effective Date).

Parties

Recitals

WHEREAS, the Client is an entity that collects, stores or otherwise processes certain business and personal data and requires secure management, processing, preservation and disposition of such data; and

WHEREAS, the Service Provider has represented that it possesses the technical capability, personnel and organizational measures necessary to manage, secure and process the Client's data in accordance with applicable law and the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to data management, security, retention, access and disposition.

Scope of Work

The Service Provider shall perform the data management services described below in accordance with the specifications, standards and schedules set forth in this Agreement.

Data Types and Handling

The Service Provider shall process only the categories of data expressly authorized by the Client and shall not access, use or disclose data for any purpose outside the scope of this Agreement.

Security and Compliance

The Service Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. Such safeguards shall include, at a minimum, the measures identified below.

Payment Terms

In consideration for the services performed by the Service Provider, the Client shall pay the fees set forth below in accordance with this Payment Terms section.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate for uncured material breach if the breaching party fails to cure within the notice period specified above. Termination for convenience shall be permitted only if expressly set forth in writing and subject to any agreed termination fees.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information of the other party and shall not disclose such information except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. "Confidential Information" includes Client Data, technical designs, trade secrets and business information disclosed in connection with performance under this Agreement.

The foregoing obligations shall not apply to information that (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided that the disclosing party gives prior written notice to the other party and cooperates in seeking a protective order to limit disclosure.

Data Subject Rights and Assistance

The Service Provider shall promptly notify the Client of any request from a data subject to exercise rights under applicable data protection law (such as access, correction, deletion, or portability) and shall reasonably assist the Client in responding to such requests at the Client's expense where appropriate.

Breach Notification and Remedies

In the event of any unauthorized access to or disclosure of Client Data, the Service Provider shall notify the Client without undue delay and in no event later than hours after discovery. The Service Provider shall cooperate with the Client in investigating the incident, provide remediation plans, and fulfill legal notification obligations. The Client's remedies for a breach shall include injunctive relief and any other remedies available at law or equity.

Audit Rights and Subcontracting

The Client retains the right to audit the Service Provider's compliance with this Agreement upon reasonable advance notice and during regular business hours. The Service Provider shall ensure that any subcontractor engaged to process Client Data agrees in writing to comply with the terms of this Agreement. Use of subcontractors requires the Client's prior written consent, not to be unreasonably withheld, except as to previously disclosed and approved subcontractors.

Data Retention, Return and Destruction

Upon termination or expiration of this Agreement, the Service Provider shall, at the Client's election, return all Client Data to the Client in a commonly used, machine-readable format and/or securely destroy or irreversibly anonymize Client Data, and certify destruction in writing within the timeframe agreed below.

Liability and Indemnification

Each party shall be responsible for its own acts and omissions. The Service Provider shall indemnify and hold harmless the Client from third-party claims resulting from the Service Provider's negligent or willful failure to comply with its obligations under this Agreement, including breaches of data security obligations. Except for willful misconduct or gross negligence, the parties' aggregate liability for direct damages shall be limited to the greater of the fees paid under this Agreement in the prior twelve months or .

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by the courts located in the selected jurisdiction unless the parties agree in writing to arbitration.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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