Data Security Policy Form

DATA SECURITY POLICY AGREEMENT

Parties and Effective Date

Company Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Company maintains Confidential Information and personally identifiable information that must be protected against unauthorized access, disclosure, alteration and destruction; and

WHEREAS, Service Provider will develop, implement, and manage technical and administrative controls consistent with this Agreement to protect such information and to perform the Scope of Work described below; and

WHEREAS, the parties desire to set forth the contractual allocation of responsibilities, payment terms, confidentiality obligations, and remedies related to data security.

Scope of Work

Security Controls and Standards

Service Provider shall implement controls at least as protective as those described below and shall document procedures demonstrating compliance. Company may require reasonable evidence of implementation and operation.

Encryption at rest required (AES-256 or equivalent)

Encryption in transit required (TLS 1.2+ or equivalent)

Multi-factor authentication required for all privileged accounts

Incident Response and Breach Notification

Service Provider shall maintain an incident response plan and notify Company immediately upon discovery of any actual or suspected data breach. Notification shall include a description of affected data, scope, and remediation steps.

Payment Terms

In consideration for the services performed under this Agreement, Company shall pay Service Provider the fees and in the manner set forth below. All fees are exclusive of applicable taxes unless otherwise specified.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, including but not limited to business information, customer data, technical specifications, personal data, security controls, passwords, and architectures.

The Receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to Confidential Information to employees and subcontractors who have a need to know and are bound by obligations of confidentiality no less protective than those herein; and (c) apply reasonable administrative, physical and technical safeguards to protect Confidential Information.

Confidential Information does not include information that: (i) was lawfully known to the Receiving Party prior to disclosure; (ii) becomes publicly available without breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Data Retention and Return

Subcontractors and Third Parties

Service Provider shall not engage subcontractors to process Company's Confidential Information without prior written consent. Where subcontractors are permitted, Service Provider shall impose written obligations equivalent to this Agreement and remain liable for subcontractor performance.

Subcontractors Allowed:

Representations, Warranties and Indemnification

Each party represents that it has the authority to enter this Agreement. Service Provider represents that it will perform services in a professional manner consistent with industry standards. Service Provider shall indemnify and hold harmless Company from any claims, liabilities, costs or damages arising out of Service Provider's breach of its confidentiality or security obligations, negligence, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Exclusive venue for disputes shall be the state or federal courts located within that jurisdiction unless otherwise agreed in writing.

Entire Agreement

This Agreement, together with any exhibits and written SOWs expressly incorporated herein, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other or subsequent breach. The parties agree to seek equitable relief, including injunction, to prevent breaches of confidentiality that may cause irreparable harm.

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