Legal Data Loss Waiver

Legal Data Loss Waiver

This Legal Data Loss Waiver (the "Waiver") is entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: and Service Provider Name: with principal place of business at Provider Address: .

Recitals

WHEREAS, the parties maintain, exchange or otherwise process certain data, including but not limited to personally identifiable information, business confidential information and technical materials (collectively, "Protected Data"); and

WHEREAS, the parties desire to allocate responsibility and establish certain releases and obligations in the event of a Data Loss Event (as defined below) arising from the services or operations of Service Provider; and

WHEREAS, Client is willing to provide certain limited releases and waivers of claims against Service Provider in accordance with the terms and conditions set forth herein, subject to the exceptions and indemnities contained in this Waiver.

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

1. Definitions

1.1 "Data Loss Event" means any unauthorized access to, disclosure of, alteration of or failure to preserve Protected Data resulting in loss, corruption, theft or unauthorized disclosure, whether arising from a security breach, software failure, human error, third-party action, or other cause.

1.2 "Protected Data" means the categories of data described in Section 4 below and any other information identified by Client in writing as subject to this Waiver.

2. Waiver and Release

2.1 Release. Subject to the express exceptions in Section 2.2 and the indemnity provisions in Section 5, Client hereby irrevocably releases and forever discharges Service Provider, its affiliates, officers, directors, employees and agents from any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to a Data Loss Event, including claims for economic loss, lost profits, business interruption, and any statutory or regulatory penalties to the extent arising from the Data Loss Event.

2.2 Exceptions to Release. The release in Section 2.1 shall not apply to liability resulting directly from: (a) Service Provider's willful misconduct or gross negligence as determined by a final, non-appealable judgment; (b) Service Provider's intentional and unlawful retention or publication of Protected Data; or (c) breaches of Service Provider's obligations under Sections 3 (Notification and Mitigation), 6 (Limitation of Liability) where specifically carved out, and 7 (Confidentiality).

3. Notification and Mitigation Obligations

3.1 Prompt Notification. Service Provider shall notify Client of a suspected or confirmed Data Loss Event without undue delay and, in any event, within calendar days after Service Provider becomes aware of the event. The notice shall describe the nature of the event, categories of affected Protected Data, and available remedial measures.

3.2 Mitigation. Service Provider shall promptly take commercially reasonable steps to mitigate the effects of the Data Loss Event, including but not limited to containment, forensic investigation, restoration of data from backups where available, and implementation of corrective measures designed to prevent recurrence.

4. Data Categories Affected

4.1 The parties acknowledge that Protected Data potentially subject to a Data Loss Event may include the following categories (check all that apply):

Personal data (names, identifiers, contact information) Financial information (accounts, payment details) Health or medical data

Confidential business information Trade secrets Other (describe below)

5. Indemnification

5.1 Service Provider Indemnity. Subject to the limitations in Section 6 and the exceptions in Section 2.2, Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claim, liability, loss or expense (including reasonable attorneys' fees) arising from Service Provider's breach of its obligations under this Waiver or from Service Provider's gross negligence or willful misconduct in connection with a Data Loss Event.

5.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's negligent use or mishandling of Protected Data, Client's failure to maintain its own adequate security measures, or Client's intentional acts that contribute to a Data Loss Event.

6. Limitation of Liability

6.1 Monetary Cap. Except for liability arising from gross negligence, willful misconduct, fraud, or indemnities required by applicable law, the aggregate liability of Service Provider for all claims arising from or relating to a Data Loss Event shall not exceed in the aggregate.

6.2 Exclusion of Consequential Damages. Neither party shall be liable to the other for any incidental, special, punitive or consequential damages, including lost profits, loss of business, or loss of goodwill, except to the extent such damages result from willful misconduct or are otherwise expressly recoverable under applicable law.

7. Confidentiality; Survival

7.1 Each party shall maintain the confidentiality of any non-public information disclosed in connection with a Data Loss Event and shall not disclose such information except as required by law or as necessary to perform obligations under this Waiver. The obligations of confidentiality and the obligations set forth in Sections 3, 5, and 6 shall survive termination of this Waiver for a period of three years.

8. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Waiver, that the signatory is duly authorized, and that the execution and performance of this Waiver will not violate any order, judgment, or agreement by which it is bound.

9. Remedies; No Waiver

The remedies provided in this Waiver are cumulative and in addition to any other remedies available at law or in equity. Failure by a party to enforce any provision of this Waiver shall not constitute a waiver of that provision or of the right to enforce it at a later time.

10. Insurance

Service Provider shall maintain and deliver upon reasonable request evidence of commercially reasonable cyber liability insurance or other coverage reasonably appropriate for the services provided. Insurance shall not limit Service Provider's indemnification obligations under this Waiver.

11. Notices

All notices, requests, consents and other communications required or permitted under this Waiver shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

12. Amendments; Waiver; Counterparts

12.1 This Waiver may be amended or modified only by a written instrument signed by both parties. No course of dealing, failure or delay in exercising any right, or waiver of any breach shall operate as a waiver of any other right or breach.

12.2 This Waiver may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be treated as originals for all purposes.

13. Governing Law; Severability; Entire Agreement

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

13.2 Severability. If any provision of this Waiver is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

13.3 Entire Agreement. This Waiver constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

14. Additional Provisions

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