Legal Annex Article 22

LEGAL ANNEX ARTICLE 22

This Legal Annex Article 22 (the "Annex") is entered into as of the day of , by and between Party A: and Party B: .

Reference Agreement Title/Identifier:

RECITALS

WHEREAS, Party A and Party B are parties to the Reference Agreement and expect that certain operations undertaken pursuant to that Agreement implicate the obligations described in Article 22 of the Reference Agreement;

WHEREAS, the parties desire to set forth specific, binding procedures, responsibilities and remedies applicable to the obligations described in Article 22, including but not limited to confidentiality, data protection, recordkeeping and audit rights; and

WHEREAS, the parties intend for this Annex to supplement, interpret and be incorporated into the Reference Agreement with respect to Article 22.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Annex, the following terms shall have the meanings set forth below:

"Confidential Information" means all non-public business, technical, financial or other information disclosed by a disclosing party to a receiving party, whether in oral, written, electronic or other form, and shall include but not be limited to trade secrets, pricing, specifications, and any information designated as confidential or that by its nature should reasonably be considered confidential.

"Personal Data" means any information relating to an identified or identifiable natural person processed in connection with the Reference Agreement.

2. SCOPE OF ARTICLE 22 OBLIGATIONS

The obligations set forth in this Annex apply to all activities undertaken by either party under or in connection with the Reference Agreement that involve access to, handling of, or exposure to Confidential Information or Personal Data. The receiving party shall ensure that its employees, agents and permitted subcontractors comply with the obligations set forth herein.

3. CONFIDENTIALITY AND USE RESTRICTIONS

The receiving party shall: (a) hold Confidential Information in strict confidence and employ reasonable technical, physical and organizational measures to protect such Confidential Information; (b) use Confidential Information solely for the performance of obligations under the Reference Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in writing.

Permitted disclosures (e.g., to affiliates, subcontractors or as required by law) shall be limited to the minimum necessary, subject to the receiving party obtaining written assurances of confidentiality or ensuring compliance by contract. Describe any specially permitted recipients or carve-outs below:

4. DATA PROTECTION, BREACH NOTIFICATION AND HANDLING

Each party shall comply with applicable data protection laws in relation to Personal Data. The parties agree to implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

In the event of any actual or suspected security incident affecting Personal Data, the notifying party shall provide written notice to the other party without undue delay and, in any event, within of becoming aware of the incident. The notice shall describe the nature of the incident, categories of data affected, likely consequences and measures taken or proposed to be taken to address the incident.

5. RETENTION, RECORDKEEPING AND AUDIT

Unless otherwise required by law or agreed in writing, Confidential Information and Personal Data shall be retained only for the period necessary to fulfill the purposes of the Reference Agreement or for the period required by applicable law, whichever is longer. Agreed retention period:

Each party shall maintain accurate records evidencing compliance with this Annex. The parties agree that the disclosing party or an independent auditor on its behalf shall have the right, upon reasonable prior notice and during normal business hours, to audit the receiving party's compliance with the obligations of this Annex, limited to those facilities and records reasonably necessary to verify compliance.

Audit contact name and phone for Party A:

Audit contact name and phone for Party B:

6. REMEDIES; LIMITATIONS OF LIABILITY

Breach of the confidentiality or data protection obligations set forth in this Annex shall entitle the non-breaching party to injunctive relief in addition to any other remedies available at law or in equity. The parties agree that monetary damages may be inadequate to remedy certain breaches and that specific performance is an appropriate remedy.

Notwithstanding anything to the contrary in the Reference Agreement, the aggregate liability of each party arising out of or relating to this Annex shall not exceed except in cases of willful misconduct, gross negligence, or breach of confidentiality obligations under this Annex.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the Indemnifying Party's breach of this Annex, negligent acts or willful misconduct.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Annex shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Annex, together with the Reference Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written, relating to such subject matter.

11. SEVERABILITY

If any provision of this Annex is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision achieving, to the extent possible, the original economic, legal and commercial intent of the parties.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Annex shall be effective unless in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver of that right or any other right.

13. COUNTERPARTS

This Annex may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective to bind the signing party.

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