Legal Privacy Work Order

LEGAL PRIVACY WORK ORDER

This Privacy Work Order (the "Work Order") is entered into as of by and between Service Provider Name: , entity type: Corporation LLC Individual, principal place of business: ; and Client Name: , entity type: Corporation LLC Individual, principal place of business: .

RECITALS

WHEREAS, Client requires privacy, data protection, and compliance services in connection with Client's processing of personal data and seeks to engage Service Provider to perform the services described herein;

WHEREAS, Service Provider represents that it has the expertise, personnel, and technical controls necessary to perform privacy advisory, assessment, remediation, and related services under the terms of this Work Order;

WHEREAS, the parties desire that the specific scope, deliverables, schedule, and compensation applicable to the engagement be set forth in this Work Order, which supplements and is governed by the terms of the parties' underlying services agreement, if any.

NOW THEREFORE

In consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

1.1 Services. Service Provider shall perform the privacy services described in the Deliverables section below and any ancillary tasks reasonably required to complete those deliverables. Services include advisory consultations, gap analyses, policy drafting, data mapping, risk assessments, remediation planning, and training as set forth in this Work Order.

2. SCHEDULE

2.1 Commencement and Milestones. Services shall begin on and shall be completed in accordance with the milestone schedule set forth below or as otherwise mutually agreed in writing.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. As consideration for the Services, Client shall pay Service Provider the fees set forth in this Section. Fees shall be invoiced in accordance with the billing schedule and are payable in United States dollars unless otherwise agreed.

4. DATA ACCESS, HANDLING AND SECURITY

4.1 Data Categories. Client authorizes Service Provider to access and process the following categories of personal data in order to perform the Services:

4.2 Security Controls. Service Provider shall maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data, including access controls, encryption at rest and in transit, and secure deletion of data upon termination, consistent with industry standards for comparable services.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party acknowledges that information disclosed by the other party relating to business operations, personal data, trade secrets or other proprietary information is confidential. The receiving party shall not disclose such Confidential Information except as required to perform the Services or as required by applicable law subject to the notice procedures set forth in this Work Order.

5.2 Return or Destruction. Upon expiration or earlier termination of this Work Order, Service Provider shall, at Client's election, return or securely destroy personal data and other Client Confidential Information in its possession, except to the extent retention is required by law, in which case said retained information shall remain subject to the confidentiality obligations herein.

6. COMPLIANCE WITH LAWS AND CONTROLLER/DATA PROCESSOR ALLOCATIONS

6.1 Compliance. Each party shall comply with applicable privacy and data protection laws in performing its obligations. If processing of personal data requires allocation of responsibilities between controller and processor, the parties agree that Client shall act as controller and Service Provider shall act as processor for the purposes of data protection law unless otherwise specified in writing.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Client retains all right, title and interest in Client Data and in any preexisting intellectual property provided to Service Provider. Service Provider retains ownership of its preexisting tools, methodologies and templates, provided that Client is granted a limited, non-exclusive, non-transferable license to any such deliverable materials expressly delivered to Client as part of the Services to the extent necessary for Client's internal use.

8. SUBCONTRACTING AND ASSIGNMENT

8.1 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of its subcontractors and ensures flow-down of confidentiality and security obligations consistent with this Work Order.

9. TERM AND TERMINATION

9.1 Term. This Work Order shall commence on the Effective Date and continue until completion of the Services or earlier termination in accordance with this Section.

9.2 Termination for Convenience or for Cause. Either party may terminate this Work Order for material breach if the breach is not cured within thirty (30) days after written notice. Client may terminate for convenience upon thirty (30) days' written notice to Service Provider, in which case Service Provider shall be entitled to payment for Services performed through the effective date of termination and for any non-cancellable commitments made in good faith.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

10.1 Limitation of Liability. Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality obligations, neither party's aggregate liability under this Work Order shall exceed the total fees paid by Client to Service Provider under this Work Order in the twelve (12) months preceding the claim.

10.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Work Order, negligence or willful misconduct, subject to the indemnified party providing prompt written notice of the claim and reasonable cooperation in the defense.

11. NOTICES

11.1 All notices required or permitted under this Work Order shall be in writing and delivered to the addresses below (or to such other address as a party may provide by notice):

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Work Order may be amended only by a written instrument signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless made in writing and signed by the waiving party.

12.3 Counterparts. This Work Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Work Order shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

13.2 Entire Agreement. This Work Order, together with any referenced exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

13.3 Severability. If any provision of this Work Order is held to be invalid or unenforceable, the remainder of this Work Order shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

14. ADDITIONAL PROVISIONS

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