Data Transfer Options Agreement

Data Transfer Options Agreement

This Data Transfer Options Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires periodic transfer of certain data sets and related files to Provider for the purposes set forth herein; and

WHEREAS, Provider maintains the systems, infrastructure and technical expertise necessary to receive, process and deliver such data under secure, auditable and documented transfer options; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Provider will perform data transfers in accordance with the transfer options and schedules selected below. Provider shall maintain documentation of transfer attempts, successes, failures and corrective actions and shall provide access to those logs upon Client request in accordance with confidentiality obligations.

2. Data Transfer Options

Select the mutually agreed transfer methods (multiple selections permitted):

Secure FTP (SFTP)

REST/HTTPS API (mutual TLS where available)

Encrypted File Transfer (PGP or AES enveloping)

Physical Media (secure courier, encrypted drive)

Direct Database Connection (read-only account, IP whitelisting)

3. Payment Terms

Late payments shall accrue interest at the rate of % per month on the outstanding balance, commencing days after the invoice due date. Client is responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

4. 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 this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and accepted prior to the effective date of termination.

5. Confidentiality

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Client data, transfer logs, authentication credentials and nonpublic business information.

Receiving party will (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees and subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) employ reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access or disclosure. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement, is already known to the receiving party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The confidentiality obligations survive termination for a period of three (3) years; however, obligations with respect to Client personal data shall survive for as long as retention is required by applicable law or contract.

6. Security, Breach Notification and Data Handling

Provider will implement and maintain reasonable security measures commensurate with the sensitivity of the data transferred, including encryption in transit and at rest where applicable, access controls, logging and periodic security assessments. Provider shall not store Client data longer than necessary to perform the services except as otherwise agreed in writing.

In the event of a suspected or confirmed unauthorized access to Client data, Provider will notify Client promptly and no later than days following discovery, provide reasonable details regarding the scope and cause, and cooperate with Client in investigation and remediation.

7. Liability and Indemnification

Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for indirect, special, incidental or consequential damages, except for liability arising from willful misconduct or gross negligence.

Provider shall indemnify and hold harmless Client from third party claims arising from Provider's gross negligence or willful misconduct in performing the data transfer services. Client shall indemnify Provider for claims arising from Client-provided content, instructions, or breach of its representations and warranties.

8. Representations and Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

9. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

10. Entire Agreement

This Agreement, including any attachments, exhibits and accepted transfer option selections, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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