Legal TSS Conflicts Form

Legal TSS Conflicts Form

This Legal TSS Conflicts Form (the "Form") is entered into as of , by and between Client Name: with principal address: ("Client"), and TSS Provider Name: with principal address: ("Provider").

RECITALS

WHEREAS, Client has engaged Provider to perform technical support services, system integration, or related services described as "TSS" within the engagement scope specified by Client; and

WHEREAS, because the performance of TSS may involve access to Client systems, data, or decision-making that could give rise to conflicts of interest, the parties require Provider to disclose any actual, potential, or perceived conflicts of interest and the measures to mitigate such conflicts; and

WHEREAS, the parties wish to set forth their agreement regarding the identification, disclosure, management and remediation of conflicts of interest relating to Provider's TSS engagement.

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

1. DEFINITIONS

1.1 "Conflict" means any circumstance, relationship, interest, or activity that could reasonably be expected to impair Provider's objectivity, independence, or ability to perform TSS in accordance with Client requirements, including but not limited to financial interests, familial relationships, employment, contractual obligations with third parties, or prior representations.

1.2 "Materiality" for purposes of this Form shall be judged by reference to whether the interest or relationship could reasonably influence Provider's judgment or performance under the engagement.

2. DISCLOSURE OBLIGATIONS

2.1 Provider shall promptly disclose in writing to the Client all Conflicts known at the time of execution of this Form and any Conflicts that arise during the term of the TSS engagement. Such disclosure shall include a detailed description of the Conflict, the identities of the affected persons or entities, the relationship that gives rise to the Conflict, and any supporting facts.

Financial interest in third party engaged with Client
Family or close personal relationship with Client personnel
Current or recent employment with competitor or related third party
Business or contractual relationship with third party that affects Provider's services
Prior representation or engagement adverse to Client
Other (describe in Detail of Conflict below)
No known conflicts at this time

3. MITIGATION AND MANAGEMENT

3.1 Where a disclosed Conflict is material, Provider shall propose a mitigation plan reasonably designed to eliminate or manage the Conflict, including but not limited to firewalls, reassignment of personnel, disclosure to affected clients, or termination of the conflicting relationship. The mitigation plan shall be subject to Client approval, which shall not be unreasonably withheld.

4. CONFIDENTIALITY

4.1 All disclosures made under this Form shall be treated as Confidential Information under the parties' governing confidentiality obligations. Provider shall not disclose the content of any Conflict disclosure except to Client personnel with a legitimate need to know or as required by law, and shall mark any written disclosures as confidential.

5. CERTIFICATIONS AND REPRESENTATIONS

5.1 Provider certifies that, to the best of its knowledge and after reasonable inquiry, the information set forth in this Form is true, complete and accurate. Provider represents that it will update this Form promptly upon discovery of any additional Conflicts or material changes to previously disclosed Conflicts.

6. REPORTING AND UPDATES

6.1 Provider shall notify Client in writing of any newly discovered Conflict within five (5) business days of discovery. Routine updates to previously disclosed Conflicts shall be provided at such intervals as Client may reasonably request.

7. REMEDIES AND BREACH

7.1 Material breach of this Form, including failure to disclose a material Conflict or failure to implement agreed mitigation measures, shall constitute a breach of the underlying engagement agreement and entitle Client to remedies available at law or in equity, including termination of the engagement, injunctive relief, and recovery of damages.

8. NOTICES

8.1 All notices regarding Conflicts required under this Form shall be delivered to the contacts set forth below by certified mail, courier, or electronic delivery to the authorized contact email, if previously agreed in writing by the parties.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction agreed in the parties' primary engagement agreement or, if none, the laws governing the Provider's primary contract with Client.

9.2 Entire Agreement. This Form, together with any related disclosures and the parties' engagement agreement, constitutes the entire agreement between the parties with respect to conflicts disclosure and management and supersedes all prior proposals, negotiations and representations, whether written or oral, regarding such subject matter.

9.3 Severability. If any provision of this Form is held to be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions hereof.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. Any amendment or modification of this Form must be in writing and signed by authorized representatives of both parties.

10.2 Waiver. No failure or delay by either party in exercising any right under this Form shall operate as a waiver of that right.

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

ADDITIONAL INFORMATION / ATTACHMENTS

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