Legal Document NoSSN DRAFT

LEGAL DOCUMENT NoSSN DRAFT

This Agreement is made as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). The Client and Provider are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Parties wish to establish the terms under which the Provider will perform services for the Client and under which the Parties acknowledge that the Client does not provide a United States Social Security Number for identification or tax reporting purposes;

WHEREAS, the Parties desire to document alternative means of identification, attestations, and the allocation of responsibilities for tax reporting, backup withholding, and indemnification in the absence of a Social Security Number; and

WHEREAS, the Parties intend that this Agreement be a binding contract that addresses privacy, verification, and the Parties' mutual obligations in lieu of SSN disclosure.

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

1. DEFINITIONS

1.1 "Alternative Identifier" means any taxpayer or business identifier provided in lieu of a Social Security Number, including but not limited to an Employer Identification Number (EIN), Individual Taxpayer Identification Number (ITIN), passport number, or other government-issued identifier.

1.2 "Confidential Information" means non-public business, financial, personnel and other information disclosed by one Party to the other under this Agreement.

2. REPRESENTATIONS AND WARRANTIES

2.1 Client represents and warrants that Client does not possess, will not provide, and is not required to provide a U.S. Social Security Number for the purposes described in this Agreement, and that Client will provide truthful and accurate information about any Alternative Identifier supplied to the Provider.

2.2 Provider represents and warrants that Provider will use any Alternative Identifier solely for the limited purposes disclosed in this Agreement, including verification, tax reporting as required by law, and internal recordkeeping, and will maintain confidentiality safeguards consistent with this Agreement.

3. ALTERNATIVE IDENTIFICATION

3.1 Client elects to provide the following alternative means of identification in lieu of a Social Security Number (check any that apply and complete details as required):

Employer Identification Number (EIN) Individual Taxpayer Identification Number (ITIN) Passport or other government ID No identifier available

4. TAX REPORTING; BACKUP WITHHOLDING; INDEMNIFICATION

4.1 The Parties acknowledge that the absence of a Social Security Number may affect tax reporting obligations. The Client agrees to cooperate promptly with Provider in providing any alternative documentation or affidavits reasonably necessary for Provider's compliance with applicable tax withholding and reporting laws.

4.2 Client shall indemnify, defend and hold harmless Provider from and against any and all liabilities, penalties, losses, expenses (including reasonable attorneys' fees), or assessments arising from Client's misrepresentation or omission regarding the absence or validity of a Social Security Number or Alternative Identifier, except to the extent such liabilities arise from Provider's gross negligence or willful misconduct.

5. CONFIDENTIALITY AND DATA SECURITY

5.1 Provider shall treat any Alternative Identifier and related documentation as Confidential Information. Provider shall implement and maintain administrative, technical, and physical safeguards reasonably designed to protect such information from unauthorized access, disclosure, or misuse.

5.2 In the event of an unauthorized disclosure or security incident affecting Alternative Identifiers, Provider shall notify Client without undue delay and shall cooperate in reasonable remediation measures.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and continue until the earlier of completion of the services described in a signed statement of work or termination by either Party upon thirty (30) days' prior written notice.

6.2 Upon termination, Provider shall securely return or destroy Client's Alternative Identifier documentation in accordance with Provider's data retention policy and applicable law, provided that Provider may retain one archival copy solely for compliance and dispute resolution purposes.

7. NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below or as later designated in writing by the Parties. Notices shall be effective upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail postage prepaid.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 No amendment or modification of this Agreement shall be binding unless executed in writing by both Parties. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

8.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall have the same force and effect as original signatures for purposes of enforcement.

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that exclusive venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within the county of .

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Agreement 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.

10.2 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, 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 provision that, to the extent possible, achieves the Parties' original intent.

11. MISCELLANEOUS

11.1 The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

11.2 Each Party represents that the person signing this Agreement on its behalf is duly authorized to bind that Party to the terms hereof.

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