Legal PDM Document

LEGAL PDM DOCUMENT

This Legal PDM Agreement (the "Agreement") is entered into as of Date: by and between Client Name: , with Client Address: , and Provider Name: , with Provider Address: .

RECITALS

WHEREAS, Client collects and maintains product design, engineering and related data, technical specifications, drawings, documentation and associated metadata (collectively, "PDM Data") that are proprietary to Client; and

WHEREAS, Provider provides services to host, process, manage and transmit PDM Data on behalf of Client and will have access to PDM Data in the course of providing such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the handling, protection, use, retention and return or deletion of PDM Data.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one party to the other relating to business, technical or financial matters, including PDM Data, whether disclosed orally, visually, in writing or electronically, and including copies and derivations thereof. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or was rightfully received from a third party without restriction.

1.2 "Processing" means any operation performed on PDM Data, whether by automated means or otherwise, including collection, access, storage, use, disclosure, transmission, modification, deletion and analysis.

2. SCOPE OF SERVICES

2.1 Provider shall provide the services described in the Processing Description below and shall process PDM Data only for the purposes described therein and in accordance with Client's documented instructions.

3. DATA OWNERSHIP AND LICENSE

3.1 Client retains all right, title and interest in and to PDM Data. Provider acquires no ownership rights in PDM Data. Provider is granted a limited, non-exclusive, non-transferable license to use PDM Data solely to perform its obligations under this Agreement.

4. CONFIDENTIALITY

4.1 Provider shall maintain the confidentiality of PDM Data using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Provider shall not disclose PDM Data to any third party except as expressly permitted by this Agreement.

4.2 Provider shall ensure that its employees, contractors and agents who have access to PDM Data are subject to confidentiality obligations consistent with this Agreement.

5. SECURITY

5.1 Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of PDM Data and the risks posed by Processing, including but not limited to access controls, encryption in transit and at rest, logging and monitoring, vulnerability management, and secure development practices.

6. USES AND RESTRICTIONS

6.1 Provider shall process PDM Data only on documented instructions from Client. Provider shall not sell, license, sublicense, distribute, publish or otherwise make available PDM Data for any purpose other than performance of this Agreement.

6.2 Provider shall not attempt to decompile, reverse engineer or otherwise derive the underlying design or trade secrets in PDM Data except as required to perform the services and only to the extent expressly authorized in writing by Client.

7. SUBPROCESSORS

7.1 Provider may engage subprocessors to assist in providing the services, provided that Provider: (a) notifies Client of the use of subprocessors; (b) imposes on each subprocessor obligations substantially similar to those set forth in this Agreement; and (c) remains liable for the acts or omissions of its subprocessors to the same extent Provider would be liable for its own acts or omissions.

8. BREACH NOTIFICATION

8.1 Provider shall notify Client without undue delay and in no event later than the timeframe specified below after becoming aware of any security incident or unauthorized access affecting PDM Data. The notification will describe the nature of the incident, the PDM Data affected, measures taken and planned, and contact information for further coordination.

9. DATA RETENTION, RETURN AND DELETION

9.1 Provider shall retain PDM Data only for the period necessary to perform the services or as otherwise required by law. Upon termination or expiration of this Agreement, Provider shall, at Client's election, return all PDM Data to Client or securely delete or destroy such data and certify deletion to Client.

10. AUDIT RIGHTS

10.1 Client or an independent auditor engaged by Client shall have the right to audit Provider's compliance with the obligations in this Agreement, subject to reasonable notice, confidentiality protections and any agreed limitations to avoid disruption of Provider's operations. Provider shall make records and facilities reasonably available for such audits.

11. INDEMNIFICATION

11.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, costs and expenses arising out of Provider's breach of this Agreement, negligence, willful misconduct or unauthorized use or disclosure of PDM Data.

12. LIMITATION OF LIABILITY

12.1 Except for liability arising from Provider's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for special, indirect, incidental or consequential damages. The aggregate liability of Provider for all claims arising under or in connection with this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the effective date and shall continue for the term specified below unless earlier terminated in accordance with this Agreement.

13.2 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice.

14. NOTICES

14.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier or delivered in person. Notices shall be effective upon receipt.

15. AMENDMENTS, WAIVER AND COUNTERPARTS

15.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any right shall not be effective unless in writing. 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.

16. ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW

16.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be governed by the laws selected by the parties below; absent selection, the governing law shall be the law of the jurisdiction specified by the parties.

17. MISCELLANEOUS

17.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. The parties agree to cooperate in good faith to implement the provisions of this Agreement.

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