Legal Terms Contact Agreement

LEGAL TERMS CONTACT AGREEMENT

This Legal Terms Contact Agreement (the Agreement) is entered into as of by and between Client Name: , with principal place of business at (Client), and Service Provider Name: , with principal place of business at (Provider).

RECITALS

WHEREAS, Client and Provider desire to establish the terms under which Provider may collect, maintain, use and transmit contact information and related communications for the limited purposes set forth in this Agreement;

WHEREAS, the parties wish to protect Confidential Information, prevent unauthorized disclosure, and set forth mutual obligations relating to the use of contact data and communications;

WHEREAS, the parties intend that the obligations in this Agreement will supplement any applicable privacy laws and contractual obligations between the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained 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 "Contact Information" means any name, telephone number, email address, postal address, or other identifier by which an individual or entity may be contacted, whether provided directly by the individual or obtained by Provider on Client's behalf.

1.2 "Confidential Information" means non-public business information disclosed by one party to the other, including Contact Information, communications content, and any data labeled confidential or that reasonably should be understood to be confidential given the nature of the information.

2. PURPOSE

The parties agree that Provider shall use Contact Information only for the following purposes: . Any use beyond this purpose requires prior written authorization from Client.

3. CONTACT INFORMATION; COLLECTION AND USE

3.1 Provider shall collect, store, and process Contact Information only as necessary to perform the Purpose and in compliance with applicable law. Provider shall not sell, rent, or trade Contact Information to third parties except as expressly permitted in this Agreement.

3.2 Client represents that it has obtained all consents and authorizations required to provide Contact Information to Provider for the Purpose and that such transfer does not conflict with any agreement or legal obligation.

4. CONFIDENTIALITY

4.1 Each party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (b) restrict access to Confidential Information to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) use Confidential Information solely for the Purpose.

4.2 Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to limit the disclosure.

5. DATA SECURITY

Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of Contact Information to protect against unauthorized access, disclosure, alteration or destruction. Provider shall promptly notify Client of any security incident affecting Contact Information and cooperate in any required remediation.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance do not violate any other agreement or applicable law.

7. TERM AND TERMINATION

7.1 This Agreement commences on the Effective Date and continues for a period of unless earlier terminated as provided herein.

7.2 Either party may terminate this Agreement for convenience upon days' prior written notice. Termination shall not relieve either party of obligations accrued prior to termination.

8. REMEDIES AND LIMITATION OF LIABILITY

8.1 Each party acknowledges that a breach of the confidentiality or use restrictions may cause irreparable harm for which monetary damages would be inadequate and agrees that injunctive relief is an appropriate remedy.

8.2 EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM SHALL NOT EXCEED .

9. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify and hold harmless the other party (Indemnified Party) from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Indemnifying Party's breach of its representations, warranties, obligations or its negligent or willful acts in connection with this Agreement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below:

Notices are effective upon (a) personal delivery, (b) three (3) business days after deposit in certified mail, return receipt requested, or (c) one (1) business day after deposit with a nationally recognized overnight courier.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

15. 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. Signatures delivered by electronic means shall be deemed originals for all purposes.

16. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. No third party shall have any right to enforce any provision of this Agreement unless expressly provided herein.

SIGNATURES

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