Data Sharing Consent Form

Data Sharing Consent Form

Parties

Recitals

WHEREAS, Provider possesses certain data and information concerning individuals, customers, or systems (collectively, "Shared Data") and has authority to permit limited disclosures of such data;

WHEREAS, Recipient requires access to specified Shared Data for the legitimate business purpose of performing analytics, technical integration, service delivery, or other lawful activities described herein; and

WHEREAS, the parties desire to document the terms, limitations, and protections applicable to any sharing of Shared Data between them.

Scope of Data Sharing

The parties agree that the Shared Data is limited to the categories selected below and to the specific fields and formats described in the Scope of Sharing above.

Personal identifying information (names, dates of birth, identifiers)

Contact information (addresses, telephone numbers, email)

Financial information (payment details, billing history)

Usage and analytics data

Technical and operational metadata

Purpose and Authorized Uses

Recipient shall use the Shared Data solely for the purposes set forth above and shall not disclose, sell, or use the Shared Data for any other purpose without the Provider's prior written consent.

Payment Terms

As consideration for Provider granting access to Shared Data, Recipient shall pay Provider as follows.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice.

Upon termination or expiration, Recipient shall cease all use of Shared Data and, at Provider's election, return or securely destroy all copies of Shared Data and certify destruction in writing within days.

Confidentiality

Recipient agrees that Shared Data constitutes Confidential Information of Provider. Recipient shall (a) restrict disclosure of Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; (b) implement and maintain reasonable physical, administrative, and technical safeguards to protect Confidential Information from unauthorized access, use, disclosure, alteration, or destruction; and (c) not disclose Confidential Information to any third party except as expressly authorized in this Agreement or required by law, in which case Recipient shall provide prompt written notice to Provider unless prohibited by law.

The obligations in this section survive termination of this Agreement for a period of five (5) years, or for such longer period as required by applicable law with respect to particular categories of data.

Data Security and Breach Response

Recipient shall maintain commercially reasonable security measures appropriate to the sensitivity of the Shared Data, which shall include encryption of data in transit and at rest where technically feasible, access controls, and secure disposal procedures. Recipient shall notify Provider without undue delay and in no event later than days after becoming aware of any unauthorized access, use, or disclosure of Shared Data, and shall cooperate in good faith with Provider in investigating and responding to such event.

Liability and Indemnification

Each party shall be liable for its own acts and omissions. Recipient shall indemnify and hold harmless Provider from and against any claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement, unauthorized disclosure of Shared Data, or violation of applicable data protection laws.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits and the Scope of Sharing described above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal, and commercial objectives.

The parties expressly acknowledge that they have read and understand this Agreement, that they are authorized to execute this Agreement, and that by signing below they agree to be bound by its terms.

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