Legal Full PSI Agreement

LEGAL FULL PSI AGREEMENT

This Legal Full PSI Agreement (the Agreement) is entered into as of by and between Discloser Name: a Individual Corporation LLC with principal place of business at (Discloser), and Recipient Name: a Individual Corporation LLC with principal place of business at (Recipient). Discloser and Recipient are each a Party and together the Parties.

RECITALS

WHEREAS, Discloser possesses certain Protected Sensitive Information, including but not limited to personal data, financial records, technical details, trade secrets, or other confidential material that requires protection (collectively, "PSI");

WHEREAS, Recipient will receive or have access to PSI for the limited purpose of (Purpose); and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the handling, protection, and permissible use of PSI.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "PSI" means any information disclosed by Discloser to Recipient in any form that is designated as confidential or which, by its nature, ought reasonably to be treated as confidential. PSI includes, without limitation, personal information, financial data, trade secrets, technical specifications, system configurations, and any compilations, analyses or summaries derived therefrom.

1.2 "Authorized Persons" means those employees, contractors, advisors or agents of Recipient who have a documented need to know PSI solely to perform the Purpose and who are bound by confidentiality obligations no less protective than those contained in this Agreement.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Recipient shall hold all PSI in strict confidence and shall not use PSI except as necessary to carry out the Purpose. Recipient shall not disclose, publish, reproduce, distribute, or otherwise make PSI available to any third party except as expressly permitted by this Agreement.

2.2 Recipient shall protect PSI using at least the same degree of care that Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Recipient shall implement administrative, physical and technical safeguards reasonably designed to prevent unauthorized access, use, disclosure or loss of PSI.

3. PERMITTED DISCLOSURES; EXCEPTIONS

3.1 Recipient may disclose PSI to Authorized Persons to the extent necessary to accomplish the Purpose, provided that Recipient remains responsible for any unauthorized acts or omissions of such Authorized Persons.

3.2 Notwithstanding the foregoing, PSI shall not include information that Recipient can demonstrate by written records: (a) was publicly known at the time of disclosure or subsequently becomes publicly known through no breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure without an obligation of confidentiality; (c) is independently developed by Recipient without use of or reference to PSI; or (d) is rightfully obtained by Recipient from a third party without breach of an obligation of confidentiality. The burden of proving any exception shall rest with Recipient.

4. RETURN OR DESTRUCTION

Upon Discloser's written request following the termination or expiration of this Agreement, Recipient shall, within days, return to Discloser or securely destroy all tangible PSI and certify in writing that such return or destruction has been completed. Notwithstanding the foregoing, Recipient may retain one archival copy of PSI solely for recordkeeping and to the extent retention is required by applicable law.

5. BREACH NOTIFICATION AND RESPONSE

5.1 Recipient shall notify Discloser without unreasonable delay and in any event within hours after becoming aware of any actual or suspected unauthorized access, use or disclosure of PSI (Security Incident). The notice shall describe the nature of the Security Incident, the PSI affected, and the steps taken and planned to address and mitigate the impact.

5.2 Recipient shall cooperate with Discloser and take reasonable steps, at Recipient's cost, to mitigate the effects of any Security Incident, including providing information reasonably necessary for Discloser to comply with applicable notification obligations to affected individuals and regulators.

6. TERM; SURVIVAL

6.1 This Agreement shall commence on the effective date set forth above and shall continue for a period of years unless earlier terminated by written agreement of the Parties.

6.2 The obligations of confidentiality and restrictions on use of PSI shall survive termination or expiration of this Agreement for a period of years, or for such longer period as required by applicable law.

7. REMEDIES; INJUNCTIVE RELIEF

7.1 Recipient acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be an inadequate remedy. Accordingly, Discloser shall be entitled to equitable relief, including injunction and specific performance, in addition to any other remedies available at law or equity.

8. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Discloser from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement, negligent acts or omissions, or willful misconduct with respect to PSI.

9. LIMITATION OF LIABILITY

Except for breach of confidentiality obligations, willful misconduct or gross negligence, neither Party shall be liable to the other for any consequential, incidental, special or punitive damages arising out of or related to this Agreement, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

10. NOTICES

Notices shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right or of any other right.

12. COUNTERPARTS; EXECUTION

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

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties:

13.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

13.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. MISCELLANEOUS

14.1 Assignment: Neither Party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets provided the assignee assumes the assigning Party's obligations.

14.2 Relationship of Parties: The Parties are independent contractors, and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between them.

14.3 Remedies Cumulative: Except as otherwise provided herein, remedies under this Agreement are cumulative and not exclusive of any remedies available at law or in equity.

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