DataShroud Release Form

DATASHROUD RELEASE FORM

Parties

This DataShroud Release Form (the "Agreement") is entered into by and between:

Recitals

WHEREAS, Data Processor provides data anonymization, storage, analysis, and related services and systems operating under the name DataShroud; and

WHEREAS, Client is the owner or lawful controller of certain data described below and desires to engage Data Processor to receive, process, and in certain circumstances release Deidentified Data for permitted uses under the terms set forth herein; and

WHEREAS, the parties wish to set forth their mutual understandings, payments, confidentiality obligations and the limited release and authorization for use of Deidentified Data.

Definitions

For purposes of this Agreement, "Deidentified Data" means data rendered such that it no longer reasonably identifies an individual and is processed in a manner consistent with applicable privacy standards. "Released Data" means any Deidentified Data that Client expressly authorizes for redistribution or use by third parties as set forth in this Agreement.

Scope of Work

Data Processor will perform data processing services, including ingestion, deidentification, validation, secure storage, and delivery of Deidentified Data or Released Data in accordance with Client instructions and the terms hereof.

Release and Authorization

Client hereby authorizes Data Processor to: (a) receive and process Client Data as described in the Scope of Work; (b) create Deidentified Data from Client Data; and (c) distribute Released Data to third parties or use Released Data internally for research, benchmarking, product development, or publication, subject to the limitations in this Agreement. Client represents and warrants that it has all necessary rights to grant this authorization and that the release of Deidentified Data will not violate any contractual or legal obligation to any third party.

Client further releases Data Processor, its affiliates and their officers, directors, employees and agents from any claims arising solely from Data Processor's use of Deidentified Data in accordance with this Agreement, provided that such use complies with the Confidentiality and Governing Law provisions herein.

Payment Terms

In consideration for the services and rights granted herein, Client shall pay Data Processor as set forth below. Fees are non-refundable except as stated in writing.

Amounts not paid within days after invoice due date shall accrue interest at per month or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:      End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination does not relieve Client of payment obligations for services performed prior to termination.

Confidentiality

Each party shall keep Confidential Information of the other party secure and shall not disclose such information except to those employees, contractors or agents who need access to perform the services and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received without restriction from a third party, or (c) is independently developed without use of Confidential Information. Deidentified Data is treated as Confidential Information when it is derived from Client Data and has not been expressly designated as Released Data.

Upon termination or request, Data Processor shall, at Client's election, return or destroy Client Data and any non-released Deidentified Data, except copies retained for legal compliance or as required for archival security, subject to continued confidentiality obligations.

Indemnification

Client shall indemnify, defend and hold harmless Data Processor and its affiliates from claims, losses, liabilities or expenses arising from Client's breach of this Agreement, Client's representations or any claim that Client Data or the release thereof violates any third-party rights, except to the extent caused by Data Processor's gross 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 its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Data Processor may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be sought to enforce confidentiality or other material provisions.

Acknowledgment and Certification

By signing below, Client certifies that: (a) it has the legal authority to provide the Data described in the Scope of Work and to grant the releases and rights set forth herein; (b) it has reviewed and understands Data Processor's obligations and limitations under this Agreement; and (c) it consents to the processing, deidentification and permitted release of data as set forth above.

Execution

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

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