Legal SAQ Document

LEGAL SAQ DOCUMENT

This Self-Assessment Questionnaire Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Address: , and Assessor Name: , Assessor Address: .

RECITALS

WHEREAS, Client operates systems, applications or processes that collect, store or process regulated information and desires to document controls, processes and attest to compliance through a Self-Assessment Questionnaire (SAQ); and

WHEREAS, Assessor provides assessment, review and verification services and will administer the SAQ, review supporting evidence, and prepare a written attestation of Client's responses subject to the terms of this Agreement; and

WHEREAS, the parties intend that the representations and certifications contained in the SAQ will form the basis for certain compliance decisions and reliance by third parties where expressly permitted by the terms below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "SAQ" means the completed Self-Assessment Questionnaire responses appended or submitted pursuant to Section 3; "Supporting Evidence" means documents, logs, configurations and records referenced by Client in support of SAQ responses; "Attestation" means the written statement prepared by Assessor describing scope, findings and reliance limitations.

2. SCOPE AND QUESTIONNAIRE

2.1 Scope. The SAQ covers the systems and processes identified by Client in the SAQ Identifier: . The scope described herein is limited to those systems and environments listed by Client as in-scope in the SAQ responses.

2.2 Completion Requirement. Client shall complete each question honestly and completely and shall attach or make available Supporting Evidence reasonably requested by Assessor. Incomplete or evasive responses may result in an adverse Attestation.

3. SELF-ASSESSMENT QUESTIONS AND RESPONSES

Instructions: For each question mark the applicable box and provide an explanation when required. Checkboxes indicate Client's asserted condition at the Effective Date.

4. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that: (a) the information and Supporting Evidence provided in connection with the SAQ are true, accurate and complete to the best of Client's knowledge as of the Effective Date; (b) Client has authority to disclose the Supporting Evidence and to make the certifications provided herein; and (c) no material fact has been omitted that would make any response misleading.

Assessor represents and warrants that it will perform review procedures in a professional manner consistent with applicable professional standards and will prepare an Attestation reflecting the scope and limitations of the review.

5. CERTIFICATION AND ATTESTATION

5.1 Certification by Client. The individual signing below on behalf of Client certifies under penalty of perjury that the SAQ responses are true and complete, and that the Supporting Evidence substantiates each affirmative response. Misrepresentations shall be deemed a material breach of this Agreement.

5.2 Attestation by Assessor. Assessor shall prepare an Attestation describing procedures performed, items tested, exceptions noted and any limitations on reliance. The Attestation is prepared solely for the benefit of the parties and any third party that the parties expressly authorize in writing to receive the Attestation.

6. CONFIDENTIALITY AND USE

6.1 Confidential Information. All non-public responses, Supporting Evidence and Attestations shall be treated as Confidential Information. Neither party shall disclose Confidential Information except as required by law or with the prior written consent of the disclosing party.

6.2 Limited Reliance. Any third party reliance on the SAQ or Attestation is subject to a separate written reliance agreement. Absent such written agreement, Assessor disclaims responsibility for third party decisions based on the SAQ.

7. EVIDENCE, RECORDS AND AUDIT RIGHTS

Client shall retain and, upon reasonable request, provide copies of Supporting Evidence for a period of at least three (3) years from the Effective Date. Assessor may, upon reasonable notice and during normal business hours, request additional records reasonably necessary to corroborate SAQ responses.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of Liability. Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, even if advised of the possibility of such damages. Aggregate liability of either party for any claim arising out of this Agreement is limited to direct damages up to the greater of (a) the fees paid for the SAQ services or (b) fifty thousand dollars ($50,000).

8.2 Indemnification. Client shall indemnify, defend and hold harmless Assessor from claims arising from Client's misrepresentations in the SAQ, negligence in maintaining security controls, or unauthorized disclosure of third-party data within the in-scope environment.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, first-class, postage prepaid.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: , without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within the county designated by Governing State.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the completed SAQ responses and the Attestation, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay in enforcing any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.

13. CERTIFICATION OF ACCURACY

By signing below, the undersigned representatives certify that they are duly authorized to execute this Agreement and that the SAQ responses submitted contemporaneously with this Agreement are true, correct and complete as of the Effective Date.

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