Legal EAD Agreement

LEGAL EAD AGREEMENT

This Electronic Authorization and Data Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with address and Provider Name: with address .

RECITALS

WHEREAS, Client requires electronic access, processing, storage and transfer of certain data and authorizes Provider to access and process such data on Client's behalf under the terms of this Agreement; and

WHEREAS, Provider represents that it maintains commercially reasonable administrative, physical and technical safeguards to protect electronic data and agrees to limit access and use of Client Data to the purposes set forth herein; and

WHEREAS, the parties desire to set forth the terms governing authorization, use, protection, retention and disposition of electronic data and any related electronic authorizations (collectively, "EAD Services").

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

1. DEFINITIONS

1.1 "Client Data" means all electronic data, records, documents and information submitted by or on behalf of Client to Provider under this Agreement.

1.2 "Authorized Users" means individuals or entities expressly designated in writing by Client to access Client Data through Provider's systems.

2. AUTHORIZATION AND SCOPE OF ACCESS

2.1 Client hereby authorizes Provider to access, receive, transmit, store, process and, where applicable, electronically sign or transmit electronic records on behalf of Client, solely for the purposes described in this Agreement and any applicable Statement of Work or written instruction executed by the parties.

2.2 Provider shall restrict access to Client Data to Authorized Users and only to the extent necessary to perform the EAD Services. Provider shall not use Client Data for any purpose other than the performance of this Agreement without Client's prior written authorization.

3. DATA TYPES AND RETENTION

3.1 Client authorizes Provider to collect and process the following categories of data (check all that apply):

Personal identifying information
Financial data and payment information
Health or sensitive personal data
Documents and contractual records
Other (specify below)

3.2 Retention. Provider will retain Client Data for a period of after termination or expiration of this Agreement unless longer retention is required by law or agreed in writing.

4. CONFIDENTIALITY AND SECURITY

4.1 Provider shall maintain administrative, physical and technical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration or destruction, including encryption in transit and at rest where practicable, access controls, logging and regular vulnerability assessment.

4.2 Breach Notification. In the event of an unauthorized disclosure or breach of Client Data, Provider shall notify Client without undue delay and, in any event, within a time period required by applicable law, provide details of the incident, remedial measures taken and steps to mitigate harm.

5. COMPLIANCE WITH LAWS

5.1 Each party shall comply with all applicable laws, rules and regulations relating to data protection, privacy, electronic records, electronic signatures and export controls in performing its obligations under this Agreement.

6. FEES AND PAYMENT

6.1 As consideration for the EAD Services, Client shall pay Provider the fees specified in any Statement of Work or invoice. Unless otherwise agreed, payments are due within days of invoice.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party delivered days prior to the effective date of termination.

7.3 Effect of Termination. Upon termination, Provider shall, at Client's direction, return or securely destroy Client Data in Provider's possession and certify destruction within a commercially reasonable time, except to the extent retention is required by law.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client against any third-party claim arising from Provider's negligence, willful misconduct, or breach of its obligations under this Agreement, including breaches of security resulting in unauthorized disclosure of Client Data, except to the extent such claim arises from Client's actions or instructions.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider for claims arising from Client Data provided by Client that infringes third-party rights or is unlawful or for Client's failure to comply with applicable laws.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable for indirect, incidental, special, consequential or punitive damages arising out of or relating to this Agreement, and each party's aggregate liability shall be limited to the amount of fees paid by Client to Provider in the twelve (12) months preceding the claim.

10. INTELLECTUAL PROPERTY

10.1 Ownership. Client retains all right, title and interest in and to Client Data. Provider retains ownership of Provider's pre-existing methodologies, tools, software and intellectual property used to provide the EAD Services.

10.2 License. Client grants Provider a limited, revocable, nonexclusive license to use Client Data solely to the extent necessary to perform the EAD Services under this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, registered mail, or nationally recognized courier service, or by email with confirmation where expressly permitted.

12. AMENDMENTS; WAIVER; ASSIGNMENT

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. Neither party may assign this Agreement without the other's prior written consent, except that Provider may assign to an acquirer of substantially all of its assets.

13. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any applicable Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original.

ADDITIONAL TERMS

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