Data Security Policy Document

DATA SECURITY POLICY DOCUMENT AND SERVICES AGREEMENT

This Data Security Policy Document and Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Organization Name:

Service Provider Name:

WHEREAS

WHEREAS, Organization maintains and processes sensitive information, including but not limited to customer personally identifiable information, financial information, and confidential business data (collectively, Confidential Data); and

WHEREAS, Service Provider provides data-security services, support, and operational controls designed to protect Confidential Data and wishes to set forth the policies, obligations, procedures, and remediation responsibilities applicable to such services; and

WHEREAS, the parties desire to allocate responsibilities for protection, incident response, reporting, and remediation of data security events as set forth in this Agreement.

SCOPE OF WORK

The Scope of Work includes implementation and maintenance of administrative, technical, and physical safeguards reasonably designed to: (a) protect the confidentiality, integrity, and availability of Confidential Data; (b) prevent unauthorized access or disclosure; and (c) detect, respond to, and remediate security incidents. Service Provider shall perform the services in accordance with industry-standard practices and the specific controls described in the Scope of Work.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due within the payment terms stated above. Late payments shall accrue the Late Payment Fee as specified and the non-defaulting party may suspend non-critical services after providing ten (10) days' written notice to cure.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above, or immediately upon written notice in the event of a security incident caused by gross negligence or willful misconduct. Upon termination, Service Provider shall return or securely destroy Confidential Data in accordance with the Data Return and Destruction provisions below.

CONFIDENTIALITY AND DATA HANDLING

Service Provider acknowledges that in performing its obligations it may receive access to Confidential Data. Service Provider shall:

1. Maintain Confidential Data in strict confidence and not use or disclose such data except as necessary to perform the Scope of Work or as required by law, subject to prior written notice to Organization where permitted;
2. Implement and maintain administrative, technical, and physical safeguards at least as protective as those described in the Scope of Work and consistent with industry standards;
3. Limit access to Confidential Data only to personnel with a need to know and require personnel to be bound by confidentiality obligations at least as protective as this Agreement;
4. Cause subcontractors to be bound by written obligations consistent with this confidentiality clause; and
5. Promptly notify Organization of any unauthorized access, disclosure, or other security incident involving Confidential Data and cooperate in incident response, investigation, notification, and remediation efforts.

SECURITY INCIDENT RESPONSE

Service Provider will notify Organization without unreasonable delay and in no event later than hours after discovery of a security incident affecting Confidential Data. Notification shall include a description of the incident, the categories of affected data, corrective measures taken, and recommended mitigation steps. Service Provider shall bear reasonable costs of remediation where the incident results from Service Provider's failure to implement agreed controls.

AUDIT AND COMPLIANCE

Organization may, upon reasonable advance notice and during normal business hours, audit Service Provider's compliance with this Agreement, including relevant policies, access logs, and security controls. Service Provider shall provide timely and accurate responses to reasonable audit requests. Any audit activities shall be conducted to minimize disruption to Service Provider's operations.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim. This limitation shall not apply to liability for indemnification obligations or regulatory fines resulting from Service Provider's acts or omissions.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Certification: Each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that the information provided herein is true and complete to the best of their knowledge.

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