Legal DIA Document

LEGAL DIA DOCUMENT

This Data Integration Agreement (the "Agreement") is entered into as of Day: Month: Year: by and between Party A: , a , with principal place of business at ; and Party B: , a , with principal place of business at .

RECITALS

WHEREAS, Party A possesses data systems, datasets, or services described as: (the "Party A Systems");

WHEREAS, Party B provides integration services, technical interfaces, or software components described as: (the "Party B Systems");

WHEREAS, the parties desire to establish the terms under which the parties will exchange, integrate, process, and protect Data between the Party A Systems and the Party B Systems.

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical specifications, source code, trade secrets, and Data as defined below.

1.2 "Data" means any electronic data, records, files, metadata, or other information transmitted, exchanged, imported or exported between the parties under this Agreement, including personal data and aggregated analytics, as further described in the Data Mapping Appendix attached hereto.

1.3 "Security Incident" means any actual or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Data in a manner that compromises the confidentiality, integrity, or availability of such Data.

2. SCOPE OF INTEGRATION

2.1 Integration Services. Party B shall perform the technical integration services described in the Integration Statement of Work, including data mapping, transformation, API configuration, and testing. Party B will exercise commercially reasonable efforts to complete Integration Services in accordance with the schedule set forth in the Statement of Work.

2.2 Delivery and Acceptance. Deliverables shall be deemed accepted upon successful completion of the acceptance tests specified in the Statement of Work, or within days following delivery if no written rejection is provided.

3. DATA USE, OWNERSHIP AND LICENSES

3.1 Ownership. Each party retains all right, title and interest in and to its pre-existing systems and to Data that it owns prior to or outside the scope of this Agreement. No ownership rights are transferred except as expressly set forth herein.

3.2 Limited License. The disclosing party grants the receiving party a non-exclusive, non-transferable, revocable license to use the disclosed Data solely for the purposes set forth in this Agreement and the applicable Statement of Work.

4. CONFIDENTIALITY

4.1 Confidentiality Obligations. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except as necessary to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

4.2 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) was already lawfully in its possession without obligation of confidentiality; (b) is or becomes public through no breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information.

5. SECURITY AND DATA PROTECTION

5.1 Security Measures. Each party shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Data to protect against unauthorized access, disclosure, alteration or destruction, including encryption in transit and at rest where technically feasible, access controls, logging, and regular security patching.

5.2 Breach Notification. Upon becoming aware of a Security Incident affecting Data, the affected party shall notify the other party without undue delay and, in any event, within hours of discovery. The notifying party shall provide reasonably requested information and cooperate in mitigation and remediation.

6. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws and regulations in performing its obligations hereunder, including laws applicable to data protection, privacy, export controls, and records retention. Each party shall, as between the parties, be responsible for compliance with laws applicable to its own collection, processing, and disclosure of Data.

7. INDEMNIFICATION

7.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B from and against third-party claims arising out of Party A's breach of rights in Data provided by Party A, or Party A's breach of representations and warranties herein.

7.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against third-party claims arising out of Party B's negligence or willful misconduct in performing Integration Services or unauthorized use of Data.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 4 (CONFIDENTIALITY) OR 7 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Agreement.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice specifying the breach.

9.3 Effect of Termination. Upon termination, each party shall cease use of the other party's Confidential Information and, at the disclosing party's election, return or securely destroy such Confidential Information and delete copies except where retention is required by law. The receiving party shall certify destruction upon request.

10. TRANSITION ASSISTANCE

Upon expiration or termination, the party providing Integration Services will provide reasonable transition assistance for a period of days to enable orderly transfer of Data and operations, at the requesting party's reasonable cost and subject to mutually agreed terms.

11. NOTICES

For Party A:

For Party B:

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver. A waiver must be in writing and signed by the waiving party.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to choice-of-law principles that would refer to the laws of another jurisdiction.

13.2 Entire Agreement. This Agreement, together with any Statement of Work or Appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one achieving the original intent to the extent possible.

DATA MAPPING / TECHNICAL NOTES

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