Legal Policy Agreement

Legal Policy Agreement

This Legal Policy Agreement ("Agreement") is made effective as of Effective Date: by and between Party A Name: (entity type: Individual Corporation LLC Other) and Party B Name: (entity type: Individual Corporation LLC Other).

RECITALS

WHEREAS, Party A maintains certain written policies, procedures, and controls governing legal compliance, data handling, confidentiality, and related corporate governance matters (collectively, the "Policies"); and

WHEREAS, Party B requires that Party A's Policies meet specified standards and that both parties coordinate to ensure compliance with applicable laws and contractual obligations; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the adoption, implementation, oversight, and enforcement of the Policies.

NOW, THEREFORE, in consideration of the mutual covenants set forth 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 "Policies" means the written rules, standards, procedures, controls, schedules and related documentation identified in Exhibit A and any subsequent written policies agreed in writing by the parties.

1.2 "Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF POLICIES

2.1 Applicability. The Policies apply to all activities, systems, personnel, contractors and subcontractors of each party that relate to the subject matter described in Exhibit A. Each party shall require its agents and subcontractors to comply with the Policies to the same extent as required of the party under this Agreement.

2.2 Documentation. Party A shall maintain written, dated and versioned copies of the Policies and shall provide copies to Party B upon written request in accordance with Section 10 (Notices).

3. POLICY REQUIREMENTS AND PERFORMANCE

3.1 Minimum Standards. The Policies shall, at a minimum, require: (a) compliance with all applicable laws and regulations; (b) documented assignment of roles and responsibilities for compliance activities; (c) periodic training of relevant personnel; (d) retention and destruction schedules for records; and (e) technical and organizational measures appropriate to the sensitivity of the information processed.

3.2 Remediation. If either party identifies a material deficiency in the Policies or their implementation, the responsible party shall promptly implement a remediation plan, provide written notice of the deficiency and proposed remedial measures, and complete remediation within the timeframes agreed in writing or, if not agreed, within a commercially reasonable period.

4. COMPLIANCE, AUDITS AND RECORDS

4.1 Audit Rights. Either party may, not more frequently than annually unless required by law or a material event, conduct an audit or inspection of the other party's compliance with the Policies. Audits shall be conducted during normal business hours, upon at least ten (10) business days' prior written notice, and in a manner that does not unreasonably interfere with business operations.

4.2 Records. Each party shall maintain complete and accurate records related to Policy compliance for a period of three (3) years following the date such records are created, or longer if required by applicable law. Upon reasonable request, the producing party shall provide copies of such records to the requesting party subject to confidentiality protections.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidential Treatment. Each party shall protect Confidential Information from unauthorized use, access or disclosure using no less than the same degree of care it employs to protect its own confidential information, and in no event less than reasonable care.

5.2 Personal Data. To the extent the Policies govern processing of personal data, the parties shall implement and maintain appropriate technical and organizational measures to protect such personal data, and shall process personal data only in accordance with applicable data protection laws and the agreed processing instructions.

6. INDEMNITY; LIMITATION OF LIABILITY

6.1 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any third‑party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of the Policies or its obligations under this Agreement.

6.2 Limitation of Liability. Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality and data protection obligations, neither party shall be liable for any special, indirect, incidental, consequential or punitive damages.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 7.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8. NOTICES

Notices to Party A

Notices to Party B

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic transmission with confirmation. Notice is effective upon receipt.

9. AMENDMENT; WAIVER

9.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

9.2 Waiver. No waiver of any breach or failure to enforce any provision of this Agreement shall be considered a waiver of any subsequent breach or right.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified by the parties: , without regard to conflicts of law principles.

10.2 Entire Agreement. This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

11. MISCELLANEOUS

11.1 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.

11.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

EXHIBIT A — POLICIES

Describe the policies, procedures, or other documents that constitute the Policies. Include titles, effective dates, and a brief description of each item below.

ACKNOWLEDGEMENTS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized to bind the party, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party.

Party A hereby acknowledges receipt and review of the Policies described in Exhibit A: Acknowledged

Party B hereby acknowledges receipt and review of the Policies described in Exhibit A: Acknowledged

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