Legal CAF Agreement

LEGAL CAF AGREEMENT

This Legal CAF Agreement (the "Agreement") is entered into as of , by and between Client Name: , with principal address ; and Provider Name: , with principal address .

RECITALS

WHEREAS, Client requires the Provider to perform Services related to Customer Acquisition Forms ("CAF") processing, maintenance, and legal compliance support in connection with Client's business operations; and

WHEREAS, Provider represents that it has the expertise, personnel and legal authority to perform the CAF-related services described in this Agreement and to maintain required records and confidentiality protections; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform such services and Client will compensate Provider.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

1.1 "CAF" means Customer Acquisition Form and all information, documents and electronic records required by Client to onboard or otherwise engage customers, including any personal data contained therein. 1.2 "Services" means the processing, verification, storage, transmission and legal review of CAFs as described in Section 2. 1.3 "Confidential Information" means trade secrets, personal data, business information and any information marked or reasonably understood to be confidential.

2. Scope of Services

2.1 Provider shall perform the Services described in the attached CAF Schedule and, where necessary, render legal review, redaction, and record retention for CAF materials. Provider shall (a) collect and verify CAF data against supplied documentation, (b) notify Client of discrepancies within three (3) business days, and (c) maintain audit logs of all CAF processing activities.

2.2 Provider shall perform Services in compliance with applicable law and industry standards and shall ensure that personnel performing Services have received appropriate training.

3. Fees and Payment

3.1 Client shall pay Provider the Service Fee in accordance with the schedule set forth in the CAF Schedule. Unless otherwise stated, fees are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

3.2 Expenses reasonably incurred by Provider in performing Services shall be reimbursed by Client upon presentation of receipts or other supporting documentation.

4. Confidentiality and Data Protection

4.1 Each party agrees to hold Confidential Information in confidence and not to disclose such information except as necessary to perform under this Agreement or as required by law. Provider shall implement and maintain technical and organizational measures appropriate to the sensitivity of CAF data to protect against unauthorized access, disclosure, alteration or destruction.

4.2 Provider shall notify Client without undue delay upon becoming aware of any security incident affecting CAF data and shall cooperate with Client's reasonable incident response measures.

5. Intellectual Property

5.1 All intellectual property rights in materials provided by Client remain the property of Client. Provider shall have no rights to Client materials except as expressly granted in this Agreement. Provider retains ownership of its pre-existing tools, software and methodologies used to perform the Services; Client is granted a non-exclusive, non-transferable license to use any deliverables solely for Client's internal business purposes.

6. Term and Termination

6.1 Term. This Agreement commences on the Effective Date set forth above and shall continue for an initial term of months, unless earlier terminated pursuant to this Section.

6.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Provider shall cease processing CAFs, return or securely destroy Confidential Information as directed by Client, and deliver copies of records reasonably necessary for Client to transition services.

7. Representations and Warranties

7.1 Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider further represents that Services will be performed in a professional manner consistent with industry standards.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

8.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising from Provider's gross negligence, willful misconduct, or breach of confidentiality obligations. Client shall indemnify Provider for claims arising from Client-provided materials that infringe a third party's rights.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, national courier, or email with confirmation of receipt.

11. Amendments; Waiver; Counterparts

11.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. 11.2 No failure or delay by either party in exercising any right will operate as a waiver of that right. 11.3 This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, including any CAF schedule and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

12.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

13. Additional Provisions

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

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