Legal MISA Agreement

LEGAL MISA AGREEMENT

This Master Information Sharing Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity organized as Corporation LLC Government, under the laws of State of Organization: with principal place of business at ; and Party B Name: , an entity organized as Corporation LLC Government, under the laws of State of Organization: with principal place of business at . Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to share certain information and data for the limited purposes set forth in this Agreement and to establish the terms, conditions and safeguards governing such exchange; and

WHEREAS, the Parties recognize that certain information to be shared may be confidential, proprietary, personal, or otherwise subject to statutory or contractual restrictions, and the Parties desire to protect such information from unauthorized access, use, or disclosure; and

WHEREAS, the Parties intend to set forth procedures for classification, handling, security, notification of breaches, audits, retention and disposition of shared information in a manner consistent with applicable law and the Parties' obligations to their stakeholders.

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

1. DEFINITIONS

1.1 "Confidential Information" means all information, whether oral, written or electronic, that is designated as confidential by a Party or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including but not limited to business information, technical data, personal data, security controls, and operational plans. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure by the disclosing Party; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

1.2 "Shared Information" means the specific datasets, records, reports, or materials to be exchanged under this Agreement, as described in the Information Appendix or in the following description:

2. PURPOSE AND SCOPE

2.1 Purpose. The Parties will share Shared Information solely for the purpose of: . Use of Shared Information for any other purpose is prohibited unless authorized in writing by the disclosing Party.

2.2 Scope. The scope of sharing, frequency of transmission, and specific fields or data elements to be shared shall be as set forth in Attachment A (Data Schedule) or as otherwise agreed in writing by the Parties. Any expansion of scope shall require a written amendment pursuant to Section 14.

3. PERMITTED USES; RESTRICTIONS

3.1 Permitted Uses. The receiving Party may use Shared Information only to accomplish the Purpose and for no other business purpose. The receiving Party shall not sell, rent, transfer, or otherwise make Shared Information available to third parties except as expressly permitted by this Agreement or with the prior written consent of the disclosing Party.

3.2 Prohibited Uses. The receiving Party shall not (a) use Shared Information to conduct surveillance, profiling, or other activities that would violate applicable law or the privacy rights of individuals; (b) attempt to re-identify de-identified data; or (c) circumvent contractual or statutory restrictions applicable to the Shared Information.

4. SECURITY AND DATA PROTECTION

4.1 Security Measures. Each Party shall implement and maintain administrative, technical and physical safeguards sufficient to protect Shared Information from unauthorized access, use, alteration or destruction. Minimum security measures shall include encryption in transit and at rest where applicable, access controls on a least-privilege basis, logging of access to Shared Information, and timely removal of access upon termination of need.

4.2 Personnel. Each Party shall restrict access to Shared Information to authorized personnel who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

5. BREACH NOTIFICATION; REMEDIATION

5.1 Notification. The receiving Party shall notify the disclosing Party of any confirmed or reasonably suspected breach of security affecting Shared Information without unreasonable delay and in no event later than from discovery. Notifications shall include a description of the incident, the categories of information affected, the steps taken to investigate and mitigate, and the contact person for the receiving Party.

5.2 Remediation. The receiving Party shall promptly investigate the incident, take remedial steps to prevent further unauthorized disclosure, and cooperate with the disclosing Party and any regulatory authorities to the extent required by law.

6. TERM; TERMINATION; SURVIVAL

6.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of years unless earlier terminated as provided herein.

6.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

6.3 Survival. Sections concerning Confidentiality, Return or Destruction, Indemnification, Limitation of Liability, Audit Rights, Governing Law, and any other provisions that by their nature should survive shall survive termination or expiration of this Agreement.

7. RETURN OR DESTRUCTION

Upon expiration or termination of this Agreement, the receiving Party shall, at the election of the disclosing Party, return or securely destroy Shared Information and all copies within days, except to the extent retention is required by law, in which case the receiving Party shall continue to protect such information in accordance with this Agreement and shall isolate retained copies from further use.

8. AUDIT RIGHTS

The disclosing Party may, upon reasonable notice and during normal business hours, audit the receiving Party's compliance with the terms of this Agreement. Such audit shall be conducted in a manner that minimizes disruption to the receiving Party's operations and shall be subject to confidentiality protections. If the audit reveals material noncompliance, the receiving Party shall promptly remedy such noncompliance at its expense.

9. LIABILITY, INDEMNIFICATION, AND INSURANCE

9.1 Indemnification. Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any third-party claims, liabilities, losses, or damages arising out of the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct in connection with its performance under this Agreement.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither Party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either Party for all claims arising out of or relating to this Agreement shall not exceed .

10. COMPLIANCE WITH LAW

Each Party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including privacy, data protection, export control and records retention laws. Where Shared Information includes personal data, the receiving Party shall process such data only in accordance with applicable privacy laws and the disclosing Party's documented instructions.

11. CONFIDENTIALITY

Each Party shall maintain the confidentiality of Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure of Confidential Information is permitted only to the extent necessary to accomplish the Purpose, and to those employees, contractors or agents who are bound by confidentiality obligations consistent with this Agreement.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the respective Party's notice contact set forth below or to such other address as shall be designated by a Party in a written notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right unless acknowledged in writing.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW

14.1 Entire Agreement. This Agreement, together with any attachments and schedules referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15. MISCELLANEOUS PROVISIONS

15.1 Assignment. Neither Party may assign this Agreement or any of its rights hereunder 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 substantially all of its assets.

15.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights upon any other person or entity.

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