Legal DG Agreement

LEGAL DG AGREEMENT

This Legal DG Agreement (the "Agreement") is made and entered into as of by and between Client Name: , an entity organized as Individual Corporation LLC Other, and Service Provider Name: , an entity organized as Individual Corporation LLC Other.

RECITALS

WHEREAS, Client requires establishment, maintenance and enforcement of data governance policies, procedures, and controls governing the collection, storage, processing, classification and access of Client data; and

WHEREAS, Provider possesses expertise, personnel and technical resources to design and implement data governance frameworks, including metadata management, data quality procedures, and security controls; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision, use and protection of data and related services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means information disclosed by one party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential, including but not limited to non-public business information, personal data, system configurations, security measures, and data inventories.

1.2 "Data Governance Services" means the consulting, documentation, policy drafting, implementation assistance, training, and technology integration services described in Section 2 and in the Scope of Services attached or recorded herein.

2. SCOPE OF SERVICES

2.1 Provider will perform Data Governance Services as described in the Scope of Services. Provider's obligations include, without limitation, conducting a data inventory, defining data classifications, drafting governance policies, recommending technical and organizational controls, and providing training to Client personnel.

2.2 Provider shall perform services in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Services must be documented in a written change order signed by authorized representatives of both parties.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement commences on the effective date and continues for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

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

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable statement of work or invoice. Fees due under this Agreement are exclusive of taxes, which Client shall pay, except taxes based on Provider's net income.

5. CONFIDENTIALITY AND DATA SECURITY

5.1 Confidentiality Obligations. Each party shall maintain the other party's Confidential Information in strict confidence and shall not disclose or use such information except as necessary to perform its obligations under this Agreement. The receiving party shall apply safeguards no less stringent than those it applies to its own similar information, but in no event less than reasonable care.

5.2 Data Security. Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data, including access controls, encryption where appropriate, logging, vulnerability management, and secure disposal procedures. Provider shall ensure authorized personnel are bound by confidentiality obligations.

5.3 Breach Notification. Provider shall notify Client without undue delay and in any event within days of becoming aware of a security breach affecting Client Confidential Information, and shall cooperate in good faith with Client in mitigation and regulatory reporting.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Client retains all right, title and interest in and to Client Data and any pre-existing intellectual property owned solely by Client. Provider retains all right, title and interest in and to its pre-existing tools, methodologies and software.

6.2 License. Subject to the terms of this Agreement, Provider grants Client a non-exclusive, non-transferable license to use any deliverables created specifically for Client solely for Client's internal business purposes, conditioned on Client's payment in full of all fees due.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents that it has the full corporate power and authority to enter into and perform this Agreement and that the execution of this Agreement by such party does not violate any other agreement.

7.2 Provider Warranty. Provider warrants that the services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the Data Governance Services, provided Client promptly notifies Provider of any claim and cooperates in the defense.

8.2 Client Indemnity. Client shall indemnify Provider for claims arising out of Client Data or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, or a party's breach of its confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Liability cap:

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless made in writing and signed by an authorized representative.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken 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 specified: , without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, including any appended statements of work or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Subcontracting. Provider may engage subcontractors to perform portions of the services provided that Provider remains responsible for performance and compliance with this Agreement.

13.2 Compliance. Each party shall comply with all applicable laws, regulations and industry standards governing data protection and privacy in connection with performance under this Agreement.

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