Legal DFA Agreement

LEGAL DFA AGREEMENT

THIS LEGAL DFA AGREEMENT (this Agreement) is made as of , by and between Disclosing Party: , a/an Entity Type: Corporation LLC Individual , and Receiving Party: , a/an Entity Type: Corporation LLC Individual.

RECITALS

WHEREAS, Disclosing Party possesses certain documents, information and data, including both proprietary and personal information, that relate to its business operations and that may be provided to Receiving Party for the purposes set forth herein (the Confidential Information); and

WHEREAS, the parties desire to set forth the terms under which Receiving Party will access, analyze, host, transmit or otherwise process such Confidential Information and any deliverables or findings derived therefrom in connection with services described in this Agreement; and

WHEREAS, the parties intend to allocate rights, responsibilities, fees, and risk arising from the handling of Confidential Information and any related intellectual property as set forth below.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, in writing or by electronic means, including business plans, customer data, technical data, trade secrets, software, and any copies or derivatives thereof, but excluding information that Receiving Party can demonstrate by competent evidence: (a) is or becomes generally known to the public through no fault of Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure; or (c) is rightfully obtained from a third party without breach of an obligation of confidentiality.

1.2 "Deliverables" means the reports, analyses, datasets, forensic images, or other tangible or electronic outputs produced by Receiving Party pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Receiving Party will perform the services described in the scope section below (the Services) and will deliver the Deliverables in accordance with the schedule and milestones agreed by the parties.

2.2 Performance Standard. Receiving Party shall perform the Services in a professional manner consistent with industry standards applicable to similarly situated service providers and shall use commercially reasonable efforts to meet any agreed milestones.

3. COMPENSATION AND EXPENSES

3.1 Fees. Disclosing Party shall pay Receiving Party fees as follows: . Payment shall be due within days of invoice.

3.2 Expenses. Preapproved out-of-pocket expenses incurred by Receiving Party in connection with the Services shall be reimbursed by Disclosing Party upon presentation of reasonable documentation.

4. CONFIDENTIALITY

4.1 Confidentiality Obligations. Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by written confidentiality obligations at least as protective as those contained in this Agreement. Receiving Party shall use Confidential Information solely for the purpose of performing the Services.

4.2 Disclosure Required by Law. If Receiving Party is compelled by law to disclose Confidential Information, Receiving Party shall provide Disclosing Party with prompt written notice to enable Disclosing Party to seek a protective order or other appropriate remedy.

5. DATA SECURITY

5.1 Safeguards. Receiving Party shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information, including but not limited to: access controls, encryption in transit and at rest for electronic data, secure backup procedures, and logging sufficient to detect unauthorized access.

5.2 Security Incident. Receiving Party shall notify Disclosing Party within forty-eight (48) hours after becoming aware of any unauthorized access, loss, or disclosure of Confidential Information and shall cooperate in good faith with Disclosing Party regarding remediation, notification and regulatory reporting.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, Disclosing Party retains all right, title and interest in and to its Confidential Information and any preexisting intellectual property. Receiving Party shall own any Deliverables it creates that are not based on Disclosing Party's Confidential Information, subject to the license granted below.

6.2 License. To the extent Receiving Party's performance requires use of Disclosing Party's Confidential Information, Disclosing Party grants Receiving Party a limited, non-exclusive, non-transferable license to use such Confidential Information solely to perform the Services. All other rights are reserved.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that execution of this Agreement does not violate any other agreement to which it is a party.

7.2 Disclosing Party Warranty. Disclosing Party represents that, to the best of its knowledge, it has the right to disclose the Confidential Information and grant the limited license described herein, and that disclosure will not knowingly infringe third-party rights.

8. INDEMNIFICATION

8.1 Indemnity by Receiving Party. Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Receiving Party's breach of this Agreement, negligent or willful misconduct, or unauthorized use or disclosure of Confidential Information.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for liability arising from a party's willful misconduct, gross negligence, or breach of Section 4 (Confidentiality) or Section 5 (Data Security), neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits.

9.2 Cap on Liability. The aggregate liability of either party for any and all claims arising out of or related to this Agreement shall not exceed the total fees paid by Disclosing Party to Receiving Party under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the date first written above and shall continue for a period of unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Receiving Party shall cease using and shall return or destroy Confidential Information as directed by Disclosing Party and shall certify in writing to Disclosing Party the disposition of such Confidential Information. Termination shall not relieve either party of amounts owed for Services performed prior to termination or obligations that by their nature survive termination.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), to the addresses set forth below or to such other address as a party may designate by written notice.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving party.

12.3 Counterparts. This Agreement 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 transmitted by electronic means shall be binding for all purposes.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while maintaining the original intent to the greatest extent permitted by law.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets or consolidation to which the assigning party is a party.

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