Legal FDLE Agreement

LEGAL FDLE AGREEMENT

This Legal FDLE Agreement (the Agreement) is made and entered into as of , by and between FDLE Party Name: with a principal address at , and Contractor Name: with a principal address at .

RECITALS

WHEREAS, FDLE Party desires to engage Contractor to perform certain functions involving access to and handling of criminal justice records, forensic reports, and related information, and Contractor represents that it possesses the technical capability, security controls, and personnel qualifications necessary to perform such functions in a manner compliant with applicable law and FDLE requirements;

WHEREAS, Contractor agrees to accept such access and to process, transmit and maintain FDLE-controlled data subject to the restrictions and safeguards set forth in this Agreement, including restrictions on disclosure, retention, and secondary use;

WHEREAS, the parties desire to set forth their respective duties, obligations, and remedies concerning access, confidentiality, security, and compliance.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Covered Data" means any criminal justice information, criminal history record information, forensic analysis, or other records provided or accessed under this Agreement; (b) "Authorized Personnel" means Contractor's employees, agents, subcontractors and contractors who have been approved in writing by FDLE Party to access Covered Data and who are subject to confidentiality obligations at least as protective as those herein; (c) "Breach" means any unauthorized acquisition, access, use, disclosure or loss of Covered Data.

2. SCOPE OF SERVICES

Contractor shall provide the services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. Contractor's obligations include, without limitation, secure receipt, processing, storage and transmission of Covered Data in accordance with this Agreement and consistent with industry-standard practices for systems handling criminal justice information.

Exhibit A Summary (brief description):

3. COMPLIANCE WITH LAW AND FDLE REQUIREMENTS

Contractor shall comply with all applicable federal and state statutes, regulations, and FDLE rules governing access to, dissemination of, and retention of Covered Data. Contractor shall ensure that access to Covered Data is limited to Authorized Personnel and used only for the performance of services expressly authorized by this Agreement.

4. CONFIDENTIALITY; USE OF COVERED DATA

Contractor shall maintain Covered Data in strict confidence and shall not disclose, publish, or disseminate Covered Data except as expressly authorized by this Agreement or as required by law. Contractor shall implement administrative, technical and physical safeguards to protect the confidentiality, integrity and availability of Covered Data consistent with recognized security standards.

Upon termination or expiration of this Agreement, Contractor shall return or destroy Covered Data as directed in writing by FDLE Party and shall certify in writing that such return or destruction has been completed.

5. DATA SECURITY AND INCIDENT RESPONSE

Contractor shall maintain a written information security program appropriate to the sensitivity of Covered Data. In the event of a Breach affecting Covered Data, Contractor shall: (a) notify FDLE Party without unreasonable delay and no later than twenty-four (24) hours after Contractor becomes aware of the Breach; (b) take immediate steps to contain and remediate the Breach; and (c) cooperate with FDLE Party's investigation, including providing a written incident report describing the nature, scope and remediation measures.

6. AUDIT AND INSPECTION

FDLE Party or its designee shall have the right to audit and inspect Contractor's facilities, systems, processes and records to verify compliance with this Agreement. Contractor shall cooperate with audits and shall provide access to relevant documentation and personnel upon reasonable notice.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor shall indemnify, defend and hold harmless FDLE Party, its officers, employees and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Contractor's breach of this Agreement, negligent acts, omissions or willful misconduct. Nothing in this Agreement shall be construed to waive any sovereign immunity available to FDLE Party under applicable law.

8. INSURANCE

Contractor shall maintain insurance coverage appropriate to the services provided, including commercial general liability and cybersecurity/privacy liability insurance. Minimum limits and additional insured requirements, if any, are described here:

9. FEES AND PAYMENT

FDLE Party shall pay Contractor the fees set forth in Exhibit B. All payments are subject to the delivery of an invoice and verification of performance in accordance with this Agreement.

10. TERM AND TERMINATION

This Agreement shall commence on the effective date set forth above and shall continue until the services are complete or this Agreement is terminated in accordance with this Section. Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days after written notice. FDLE Party may terminate this Agreement immediately for cause, including unauthorized disclosure of Covered Data.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or at such other address that a party may designate by written notice in accordance with this Section.

12. AMENDMENT; WAIVER

No amendment of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties. No waiver of any provision will be effective unless in writing and signed by the party waiving compliance.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

SIGNATURES

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