Data Transmission Agreement

DATA TRANSMISSION AGREEMENT

This Data Transmission Agreement (the "Agreement") is entered into as of Effective Date: by and between Sender Name: with principal place of business at (the "Sender"), and Recipient Name: with principal place of business at (the "Recipient"). Each of Sender and Recipient is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Sender possesses certain data, including personal data and other information described herein, that Sender desires to transmit to Recipient for the purposes set forth in this Agreement; and

WHEREAS, Recipient has the technical capability and agrees to receive, process and protect such data in accordance with the terms and conditions of this Agreement and applicable law; and

WHEREAS, the Parties wish to establish their respective rights and obligations with respect to the transmission, receipt, security, use, retention, and disposition of the Data.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS

1.1 "Data" means all information, records, files and datasets transmitted by Sender to Recipient under this Agreement, including any Personal Data and Confidential Information.

1.2 "Personal Data" means any information relating to an identified or identifiable natural person, processed by Recipient as part of the transmission or subsequent processing of the Data.

1.3 "Confidential Information" means non-public information disclosed by a Party to the other Party that is designated as confidential or that, by its nature, should be reasonably understood to be confidential.

2. SCOPE OF TRANSMISSION

2.1 Description of Data to be Transmitted:

2.2 Permitted Purpose: Recipient shall receive and process the Data solely for the following purpose(s):

2.3 Transmission Method(s) (select all that apply):

2.4 Frequency and Volume: ; Estimated Average Size per Transmission:

3. DATA SECURITY AND SAFEGUARDS

3.1 Standard of Care. Recipient shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Data, consistent with industry practice for parties performing similar services, including measures to protect against unauthorized access, disclosure, alteration, destruction or loss.

3.2 Minimum Controls. At a minimum, Recipient shall ensure: (a) encryption of Data in transit and at rest using strong cryptography; (b) access controls and authentication commensurate with the sensitivity of the Data; (c) logging and monitoring of access to Data; (d) secure key management and rotation practices; (e) timely application of security patches; and (f) personnel screening and confidentiality obligations for all personnel with access to Data.

3.3 Vulnerability Management and Testing. Recipient shall maintain a documented vulnerability management program and shall perform periodic security testing. Recipient shall remediate identified critical vulnerabilities within a commercially reasonable time and shall notify Sender of any weakness that materially affects the confidentiality or integrity of the Data.

4. CONFIDENTIALITY AND USE RESTRICTIONS

4.1 Confidentiality. Each Party shall treat the other's Confidential Information with at least the same degree of care as it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

4.2 Use Restriction. Recipient shall use the Data only for the Permitted Purpose and shall not access, use, disclose or permit access to the Data for any other purpose, including for Recipient's own business analytics or product development, unless expressly authorized in writing by Sender.

5. SUBPROCESSORS AND THIRD PARTIES

5.1 Use of Third Parties. Recipient shall not engage any third party to process or receive Data without providing Sender prior written notice and receiving Sender's written consent, which shall not be unreasonably withheld. Recipient shall impose on such third parties obligations no less protective than those in this Agreement.

6. INCIDENT RESPONSE AND NOTIFICATION

6.1 Security Incident. Recipient shall notify Sender without undue delay and in any event within of becoming aware of any confirmed or reasonably suspected security incident affecting the confidentiality, integrity, or availability of the Data. Notification shall describe the nature, scope and remedial measures taken or proposed.

6.2 Cooperation. Recipient shall cooperate with Sender in investigating any security incident, provide reasonable assistance to mitigate the incident and shall provide written reports and evidence of remediation upon Sender's request.

7. AUDIT RIGHTS AND RECORDS

7.1 Audit. Upon reasonable prior notice and no more than once per year unless required by law or a material incident has occurred, Sender may audit Recipient's compliance with this Agreement. Audits shall be conducted during normal business hours and in a manner that does not unreasonably disrupt Recipient's operations.

7.2 Records. Recipient shall maintain records reasonably necessary to demonstrate compliance with this Agreement for a period of following the end of the Agreement or as required by applicable law.

8. RETENTION, RETURN AND DELETION

8.1 Retention. Recipient shall retain Data only as necessary to fulfill the Permitted Purpose or as required by applicable law, and in no event longer than the retention period specified by Sender: .

8.2 Return or Deletion. Upon expiration or termination of this Agreement, or upon Sender's written request, Recipient shall, within , return to Sender or securely delete all Data in Recipient's possession and certify in writing to Sender that such actions have been completed, except to the extent retention is required by law.

9. COMPLIANCE WITH LAW

9.1 Applicable Law. Each Party shall comply with all applicable laws, regulations and binding guidance with respect to the collection, transmission, processing and protection of the Data, including data protection and privacy laws applicable to the Party in its jurisdiction.

9.2 Law Enforcement Requests. Recipient shall promptly notify Sender of any compulsory legal request for access to the Data unless prohibited by law from providing such notice; Recipient shall cooperate with Sender to seek protective measures where appropriate.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, its negligence, or its willful misconduct.

10.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, a breach of confidentiality obligations, or indemnification obligations under Section 10.1, each Party's aggregate liability for direct damages under this Agreement shall not exceed . Neither Party shall be liable for indirect, incidental, special, consequential or punitive damages.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party in accordance with this Agreement.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within after receipt of written notice specifying the breach.

11.3 Effect of Termination. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations and obligations with respect to return or deletion of Data and cooperation in incident response.

12. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below (or such other address as a Party may designate by notice). Notices shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

13. MISCELLANEOUS

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

13.2 Entire Agreement. This Agreement 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 oral or written.

13.3 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

13.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the fullest extent permitted by law.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

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