Legal Data Security Policy

LEGAL DATA SECURITY POLICY

This Legal Data Security Policy ("Policy") is entered into by and between Company Name: , having its principal place of business at Address: ("Company"), and Counterparty Name: , having its principal place of business at Address: ("Counterparty"), effective as of Effective Date: .

RECITALS

WHEREAS, Company maintains and processes certain categories of data, including personal information, proprietary business information, and regulated data, and desires to ensure appropriate technical and organizational measures are applied to protect such data;

WHEREAS, Counterparty may have access to or process Data on behalf of Company in connection with the parties' commercial relationship and must implement controls to protect confidentiality, integrity, and availability of the Data; and

WHEREAS, the parties desire to set forth a binding policy establishing security obligations, incident response procedures, audit rights, and remedial measures.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Data" means all information provided by or on behalf of Company to Counterparty or collected by Counterparty on Company's behalf, whether in electronic or physical form, including Personal Data and Confidential Business Information.

1.2 "Personal Data" means any information relating to an identified or identifiable natural person. 1.3 "Security Incident" means any confirmed or reasonably suspected breach of security leading to unauthorized access, disclosure, alteration, or destruction of Data.

2. Scope and Applicability

2.1 This Policy applies to Counterparty and any subcontractors, agents, or personnel who access, process, or store Data on behalf of Company. Counterparty represents that it will apply these requirements to all relevant subsidiaries and service providers.

2.2 Applicable Data categories (check all that apply): Personal Data Confidential Business Information Payment Card Data Health or Regulated Data

3. Data Classification and Handling

3.1 Counterparty shall implement and maintain documented procedures for classification, handling, labeling, and access to Data commensurate with the sensitivity of the Data and legal/regulatory requirements.

3.2 Storage locations for Data (specify primary storage location, including cloud region if applicable):

4. Access Control and Authentication

4.1 Counterparty shall enforce the principle of least privilege and role-based access controls. Privileged accounts shall be restricted, logged, and reviewed at least quarterly.

4.2 Multi-factor authentication is required for remote access to systems storing or processing Data, and for administrative access. Exception requests must be documented and approved by Company's Security Officer: .

5. Encryption and Data Transmission

5.1 Counterparty shall encrypt Data in transit and at rest using industry-accepted cryptographic standards. Minimum encryption standards: .

5.2 Key management and access to cryptographic keys shall be subject to strict administrative controls and periodic rotation.

6. Vulnerability and Patch Management

6.1 Counterparty shall maintain a documented vulnerability management program that includes regular scanning, remediation priorities, and patch deployment. Critical vulnerabilities shall be remediated within Days: days of discovery or as required by regulation.

7. Incident Response and Breach Notification

7.1 Counterparty shall maintain an incident response plan designed to promptly contain, investigate, remediate, and document Security Incidents. Counterparty shall retain forensic records and logs relevant to the Incident for a minimum period of Retention Period: .

7.2 Notification: Counterparty shall notify Company of any confirmed or suspected Security Incident without undue delay and, in any event, within Hours: hours of discovery. Notification shall include a description of the incident, Data affected, remedial actions taken, and planned further actions.

8. Audit, Monitoring and Compliance

8.1 Company and its designated auditors shall have the right to audit Counterparty's relevant systems, processes, and records to verify compliance with this Policy upon providing Notice Days: days' notice, except in cases of suspected breach where immediate access may be required.

8.2 Counterparty shall promptly remediate deficiencies identified by audits and provide written evidence of remediation within Remediation Days: days.

9. Subprocessors and Third Parties

9.1 Counterparty shall not engage subprocessors to process Data without Company's prior written consent. When permitted, Counterparty shall flow down obligations of this Policy to subprocessors by contract and remain liable for subprocessor performance.

10. Data Retention and Secure Disposal

10.1 Data shall be retained only as long as necessary to fulfill the purposes for which it was collected or as required by law. Retention period for Data:

10.2 Upon expiration of the retention period or upon Company's instruction, Counterparty shall securely delete or destroy Data using methods appropriate to the sensitivity of the Data and shall certify such destruction upon request.

11. Liability, Indemnification and Insurance

11.1 Counterparty shall indemnify, defend, and hold harmless Company from and against all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from Counterparty's breach of this Policy, negligent acts, or willful misconduct in relation to the Data.

11.2 Insurance: Counterparty shall maintain cyber liability insurance with a minimum limit of Coverage Amount: and shall provide a certificate of insurance upon request.

12. Confidentiality

12.1 Counterparty shall treat Data as Confidential Information and shall not disclose Data except as permitted by Company in writing or as required by applicable law, in which case Counterparty shall provide prior notice to Company to the extent permitted.

13. Remedies and Equitable Relief

13.1 The parties acknowledge that a breach of this Policy may cause irreparable harm for which monetary damages are inadequate, and Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies in addition to remedies at law.

14. Notices

14.1 All notices under this Policy shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation. Notice to Company:

14.2 Notice to Counterparty:

15. Amendments, Waiver, and Counterparts

15.1 Any amendment to this Policy must be in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right under this Policy shall operate as a waiver.

15.2 This Policy may be executed in counterparts, each of which shall be an original and all of which together constitute one instrument.

16. Governing Law; Entire Agreement; Severability

16.1 Governing Law: This Policy shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of laws principles.

16.2 Entire Agreement: This Policy constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.

16.3 Severability: If any provision of this Policy is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

17. Miscellaneous Provisions

17.1 Remedies are cumulative and in addition to any other rights and remedies available at law or equity.

17.2 The parties agree to cooperate reasonably to implement and maintain the measures required by this Policy and to update the Policy as necessary to respond to changes in law, technology, or the parties' operations.

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