Data Migration Form

DATA MIGRATION FORM

This Data Migration Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

WHEREAS

WHEREAS, Client owns, maintains or otherwise controls certain electronic data and systems that require migration to new infrastructure or provider systems; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and security controls necessary to perform the migration services described herein; and

WHEREAS, the parties wish to set forth the scope, schedule, fees, security obligations and acceptance criteria governing the migration of Client data from the systems identified below to the target systems identified below.

SCOPE OF WORK

Service Provider shall perform data migration services (Migration Services) including extraction, transformation, validation, transfer, reconciliation and secure disposal or archival of data as agreed. Source System(s): . Target System(s): .

Window Start:    Window End:    Expected Downtime (hours):

RESPONSIBILITIES

Client shall provide access, credentials, documentation and any necessary approvals in a timely manner. Service Provider shall perform Migration Services in accordance with industry standard practices and the schedule set forth above and shall maintain logs and provide status reports as described in the detailed scope.

DATA SECURITY AND CLASSIFICATION

Parties acknowledge that data subject to migration may include sensitive or regulated personal information. Service Provider shall implement technical and organizational measures to protect Confidential Information and comply with applicable laws governing personal data.

Personal Data    Sensitive Personal Data    Confidential Business Data    Public Data

CHANGE CONTROL

Any change to scope, schedule or fees shall be documented in a written Change Order signed by authorized representatives of both parties. Emergency changes required to prevent data loss or to address security incidents may be performed immediately; such changes shall be documented and ratified by Change Order as soon as practicable.

PAYMENT TERMS

Client shall pay Service Provider in consideration for Migration Services as follows. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices will be issued in accordance with the payment schedule and are payable within days of receipt. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days following written notice. Termination shall not relieve Client of the obligation to pay for services performed and reasonable wind-down costs incurred prior to termination, subject to mitigation.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public business or technical information disclosed in connection with the Migration Services, including data content, system credentials, procedures and any personal data. Confidential Information shall be used solely for performance of this Agreement and shall not be disclosed except to personnel or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of five years, or longer if required by applicable law with respect to personal data.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising under this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve months preceding the claim. Each party shall indemnify the other for third-party claims arising from its breach or negligent acts in performing this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and proposals. Any amendment must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

Client certifies that it has the right to authorize the migration of the data described herein and that no migration will violate any law or third-party right. Service Provider certifies that it will not alter, expose or monetize Client data beyond the scope necessary to perform the Migration Services and will comply with applicable data protection laws.

SIGNATURES

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