Legal Data Form

LEGAL DATA FORM

This Legal Data Form (the form) is entered into as of Effective Date: by and between Client Name: , Client Address: , and Provider Name: , Provider Address: . Each of Client and Provider is a Party and collectively the Parties.

Recitals

WHEREAS, Client possesses certain categories of data and information that are necessary for the provision of services described herein; and

WHEREAS, Provider will receive, process, store and otherwise handle such data on behalf of Client for the limited purposes set forth in this Legal Data Form and in accordance with applicable law; and

WHEREAS, the Parties desire to set forth the data categories, permitted uses, security obligations, and the respective representations and remedies concerning such data.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1. "Confidential Data" means all non-public information provided by Client to Provider, including but not limited to trade secrets, business information, technical data, and Personal Data. "Personal Data" means information relating to an identified or identifiable natural person. "Processing" has the meaning given under applicable data protection law and includes collection, storage, use, disclosure and deletion.

2. Data Description and Purpose

3. Use, Access and Restrictions

3.1. Provider shall only Process Confidential Data as necessary to perform the permitted purposes set forth in Section 2 and strictly in accordance with Client's documented instructions. Provider shall not use Confidential Data for any other purpose without the prior written consent of Client.

3.2. Provider shall limit access to Confidential Data to personnel who require such access to perform Provider's obligations. Provider shall ensure that such personnel are bound by confidentiality obligations no less protective than those in this form.

4. Security Measures and Incident Response

4.1. Provider shall implement and maintain appropriate technical and organizational measures to protect Confidential Data against unauthorized or accidental access, loss, alteration, destruction or disclosure, including administrative, physical, and technical safeguards proportionate to the risk.

4.2. In the event of a confirmed security incident affecting Confidential Data, Provider shall notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the incident, provide a detailed incident report, and cooperate with Client's reasonable requests to mitigate and remediate the incident.

5. Confidentiality; Permitted Disclosures

5.1. Each Party shall keep Confidential Data confidential and shall not disclose Confidential Data except as expressly permitted by this form or required by law. A Party required to disclose Confidential Data by law shall (to the extent permitted) give prompt written notice to the other Party and comply with reasonable requests to limit disclosure or seek protective measures.

6. Representations and Warranties

6.1. Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this form and that the Processing of Confidential Data as contemplated herein will comply with applicable law.

6.2. Client represents that it has obtained, and will maintain, all necessary consents, notices and lawful bases required to permit Provider to Process Confidential Data in accordance with this form.

7. Indemnification

7.1. Each Party shall indemnify, defend and hold harmless the other Party from and against any claim, loss, liability or expense (including reasonable attorneys' fees) arising out of or resulting from a breach of that Party's representations, warranties or obligations under this form or from that Party's negligent or willful misconduct.

8. Limitation of Liability

8.1. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THE UNDERLYING STATEMENT OF WORK OR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Term and Termination

9.1. This form commences on the Effective Date and continues until the termination or expiration of the Parties' underlying commercial arrangement or until earlier terminated as provided herein.

9.2. Upon termination, Provider shall, at Client's election, return or securely delete Confidential Data in Provider's possession and certify in writing that such deletion has been completed, except to the extent Provider is required by law to retain certain data.

10. Notices

11. Amendments; Waiver

11.1. No amendment or modification of this form shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right under this form shall operate as a waiver of that right.

12. Governing Law

12.1. This form shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict of law principles.

13. Entire Agreement; Severability

13.1. This form, together with any attachments or referenced statements of work, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

14.1. The Parties shall execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this form. This form 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.

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