Legal Opt Out Agreement

LEGAL OPT OUT AGREEMENT

This Legal Opt Out Agreement (the Agreement) is entered into as of by and between Client Name: with principal place of business at ; and Service/Recipient Name: with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have a pre-existing relationship pursuant to which Party B may process, use, or disclose certain personal information, business information, or other data relating to Party A; and

WHEREAS, Party A desires, subject to the terms and conditions of this Agreement, to elect to opt out of certain specified categories of data processing, communications, or dispute resolution procedures to the extent permitted by applicable law; and

WHEREAS, Party B is willing to accept such opt-out election in consideration of the mutual covenants and promises set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Opt-Out Election" means the specific elections set forth in Section 2 by which Party A excludes certain processing, disclosure, or dispute resolution mechanisms described herein.

1.2 "Confidential Information" means nonpublic information disclosed by a party to the other party, whether oral, written, electronic, or otherwise, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. OPT-OUT ELECTION

2.1 Election. Party A hereby elects to opt out of the categories of activities indicated below. Party B shall implement and honor any elected opt-out categories in accordance with this Agreement and applicable law.

2.2 Scope and Limitations. The Opt-Out Election applies only to activities that Party B controls and has the legal ability to modify. The Opt-Out Election does not relieve Party A of obligations under any contract or statutory requirement that expressly permits or requires the processing, disclosure, or dispute resolution mechanism in question. To the extent a governmental requirement, court order, or compulsory legal process requires disclosure or participation, Party B may comply as required by law.

2.3 Implementation. Party B shall implement technical and administrative measures reasonably necessary to honor the Opt-Out Election within thirty (30) days following receipt of a duly executed copy of this Agreement, unless otherwise agreed in writing by the parties.

3. EFFECTIVE DATE AND TERM

3.1 Effective Date. The Opt-Out Election shall be effective as of the date set forth above and shall continue in effect until terminated under Section 3.2.

3.2 Termination. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party. Termination shall not affect obligations with respect to acts or omissions occurring prior to termination, nor shall it relieve either party of obligations that, by their nature, survive termination.

4. CONSIDERATION

4.1 Consideration. The parties agree that Party A's Opt-Out Election and Party B's agreement to implement such election constitute sufficient consideration for this Agreement. Party B's obligations under this Agreement are binding and enforceable as set forth herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full corporate or individual power, authority, and legal capacity to enter into and perform this Agreement, that the person executing this Agreement on behalf of such party is duly authorized to do so, and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

5.2 Party B represents that it will use commercially reasonable procedures to implement opt-out requests and that it will not intentionally circumvent the Opt-Out Election.

6. CONFIDENTIALITY

6.1 Except as required by law, each party shall maintain the confidentiality of Confidential Information received from the other party and shall not disclose such information to any third party without the disclosing party's prior written consent. The foregoing obligation does not apply to information that is or becomes publicly available through no fault of the receiving party or that was rightfully in the receiving party's possession prior to disclosure.

7. REMEDIES

7.1 Equitable Relief. Each party acknowledges that a breach of this Agreement may cause the other party irreparable harm for which monetary damages would be inadequate and, in addition to any other remedies available at law, the non-breaching party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies.

7.2 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity.

8. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

9. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. No failure or delay by either party in exercising any right or remedy will operate as a waiver of that right or remedy.

10. 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. Execution by electronic signature or delivery of scanned or electronic copies of signature pages shall be effective to bind the executing party.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws specified by the parties below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the jurisdiction selected by the parties for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 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, representations, and understandings of the parties, whether written or oral.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision hereof, and the Agreement will be construed as if such provision had been severed, provided that the fundamental purpose of the Agreement is not frustrated.

13. MISCELLANEOUS

13.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor by merger, acquisition, or sale of substantially all of its assets.

13.2 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 create any third-party beneficiary rights.

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