Legal Disclosures & Policies Template

LEGAL DISCLOSURES & POLICIES TEMPLATE

This Legal Disclosures & Policies Agreement (the "Agreement") is entered into as of between Company Name: , a organized under the laws of ("Company"), and Client Name: ("Recipient"). The Company and Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company has created and maintains certain disclosures, policies, procedures and notices regarding privacy, data handling, security, retention and related matters (collectively, the "Policies") that govern Company’s collection, use, sharing and retention of information; and

WHEREAS, Recipient requires written documentation of the Policies, and the Parties desire to record the Parties' obligations with respect to those Policies and any required disclosures to third parties; and

WHEREAS, the Parties intend that this Agreement memorialize the distribution, amendment procedures, confidentiality obligations, and liability allocation applicable to the Policies and Disclosures.

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

1. DEFINITIONS

1.1 "Policies" means the written statements, notices and procedures identified in Section 2 and any attached schedules, including but not limited to privacy notices, data retention schedules, cookie notices, accessibility statements and security protocols. The Policies specifically included at execution are indicated below and further described in the Policy Summary.

Privacy Policy    Data Retention Policy    Cookies Policy    Accessibility Policy    Terms of Service    Other

2. SCOPE OF DISCLOSURES

2.1 The Company shall provide to Recipient the Policies and any materials reasonably necessary for Recipient to understand the Company's practices with respect to collection, processing, retention and disclosure of information. The Policies shall describe categories of information collected, purposes for processing, legal bases for processing where applicable, recipients or categories of recipients, retention periods and mechanisms for individuals to exercise rights.

2.2 The Parties agree that the Policies described herein constitute the Company's commercially reasonable and legally required disclosures as of the Effective Date and that any deviation from or amendment to such Policies shall be governed by Section 12 (Amendment).

3. DISCLOSURE PROCEDURES

3.1 Notices required under the Policies shall be delivered in accordance with Section 11 (Notices) and, unless otherwise specified, shall be effective upon receipt. Recipient shall be entitled to request additional documentation or clarification of any disclosure and Company shall respond within calendar days after receipt of a written request.

4. CONFIDENTIALITY

4.1 "Confidential Information" means non-public information disclosed by a Party that is marked or otherwise identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Policies, technical, business, financial and personal data.

4.2 Each Party shall: (a) hold Confidential Information in strict confidence; (b) restrict access to those employees, contractors and agents with a need to know and under binding obligations of confidentiality; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by applicable law.

4.3 Confidential Information shall not include information that: (a) is or becomes publicly known without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to valid legal process, provided the disclosing Party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

5. DATA PROTECTION AND SECURITY

5.1 Each Party shall implement and maintain appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Measures shall be appropriate to the risks associated with the processing and the nature of the Personal Data.

5.2 In the event of a confirmed data breach affecting Personal Data included in the Policies, Company shall notify Recipient without undue delay and, where feasible, within of discovery, and shall provide reasonable information regarding the nature and scope of the breach and the remedial steps taken.

6. RETENTION; DELETION

6.1 The Policies shall contain a retention schedule setting forth the time periods for which categories of information will be retained. Unless otherwise required by law, Company shall not retain Personal Data longer than necessary for the purposes stated in the Policies and shall securely delete or render anonymous Personal Data upon expiration of applicable retention periods. Agreed retention period:

7. INTELLECTUAL PROPERTY

7.1 All intellectual property rights in and to the Policies and any materials provided by Company under this Agreement shall remain the sole property of Company. Company grants Recipient a limited, non-exclusive, non-transferable right to use the Policies solely for Recipient’s internal purposes and for compliance with applicable law.

8. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Company represents that, to the best of its knowledge at the Effective Date, the Policies comply in all material respects with applicable law.

8.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE POLICIES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF COMPANY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY RECIPIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, UNLESS A HIGHER AMOUNT IS REQUIRED BY APPLICABLE LAW.

9. INDEMNIFICATION

9.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Party") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence.

10. NOTICES

10.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the addresses below or to such other address as a Party may designate in writing in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance. Waiver of any breach shall not constitute waiver of any subsequent breach.

11.2 This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

12. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

12.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12.2 This Agreement, together with any schedules and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements, whether oral or written, relating to the subject matter.

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

13. MISCELLANEOUS

13.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

13.2 Remedies: The Parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or misuse of the Policies and that equitable relief, including injunction, may be sought in addition to any other remedies available at law or in equity.

ATTACHMENTS

The following schedules and attachments are incorporated by reference and form part of this Agreement: (i) Schedule A — Policy Document Index; (ii) Schedule B — Data Retention Schedule; (iii) Schedule C — Security Controls. Describe any attached or applicable documents below.

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