Privacy Acknowledgement Form

PRIVACY ACKNOWLEDGEMENT FORM

This Privacy Acknowledgement Form (the "Acknowledgement") is made as of Effective Date: by and between Disclosing Party: with address and Receiving Party: with address .

RECITALS

WHEREAS, Disclosing Party possesses certain information that relates to its business operations, customers, personnel, and technical or business processes, including personal information and other privacy-protected data, which is confidential and valuable (collectively, "Confidential Information");

WHEREAS, Receiving Party may receive, access, or process Confidential Information in connection with the parties' relationship and for the limited purpose described below; and

WHEREAS, the parties desire to set forth the Receiving Party's acknowledgements and obligations concerning privacy, handling, protection, retention, and permitted disclosures of Confidential Information.

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

1. DEFINITIONS

1.1 "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether oral, written, electronic, or observed, 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. Confidential Information includes, without limitation, personal data, sensitive personal data, customer lists, health information, financial account information, trade secrets, and security practices.

1.2 "Personal Data" means information relating to an identified or identifiable natural person, including name, contact information, identification numbers, demographic data, and any other data subject to applicable privacy laws.

1.3 Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) was lawfully received from a third party without restriction; (c) was known to Receiving Party prior to disclosure as evidenced by written records; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

2. ACKNOWLEDGEMENT OF PRIVACY OBLIGATIONS

Receiving Party acknowledges that it will receive Confidential Information that may consist of Personal Data and other privacy-protected information. Receiving Party represents and warrants that it has read and understands applicable privacy laws and regulations applicable to the processing of such data and will comply with those laws in the collection, use, storage, and disclosure of Confidential Information.

Receiving Party affirms the following (check all that apply):

Personal Data will be processed only for the Permitted Purpose specified herein.

Sensitive Personal Data will receive enhanced protections and will not be processed absent explicit authorization.

Business confidential information will be guarded with commercially reasonable safeguards.

3. PERMITTED USE

Receiving Party shall use Confidential Information solely for the following purpose(s): (the "Permitted Purpose"). Any other use is a material breach of this Acknowledgement.

4. RESTRICTIONS ON DISCLOSURE

4.1 Receiving Party will not disclose Confidential Information to any third party except: (a) to employees, officers, representatives or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; (b) as required by law, provided Receiving Party gives prompt written notice to Disclosing Party to permit seeking a protective order or other remedy; or (c) pursuant to a written authorization executed by Disclosing Party.

4.2 Receiving Party shall be responsible for breaches of this Acknowledgement by its personnel or subcontractors to the same extent as if the acts or omissions were those of Receiving Party.

5. DATA SECURITY AND PROCEDURES

5.1 Receiving Party shall maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information, including, at a minimum, access controls, encryption where feasible, secure disposal, and incident response procedures.

6. RETENTION AND DESTRUCTION

Receiving Party shall retain Confidential Information only for the time necessary to fulfill the Permitted Purpose and in accordance with any legal retention requirements. Upon expiration or termination of the relationship or upon written request, Receiving Party shall securely destroy or return Confidential Information in a manner that renders recovery infeasible.

7. BREACH NOTIFICATION

In the event of a confirmed or suspected unauthorized access, use, or disclosure of Confidential Information, Receiving Party shall notify Disclosing Party without undue delay and, in any event, within hours of discovery. Notification shall describe the nature of the incident, the categories of data affected, steps taken to mitigate harm, and contact information for follow-up.

8. AUDIT AND COMPLIANCE

Disclosing Party may, upon reasonable prior notice and during normal business hours, audit Receiving Party's compliance with this Acknowledgement. Receiving Party shall cooperate, provide reasonable access to relevant records, and implement corrective actions to address any deficiencies identified by such audit.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any losses, liabilities, damages, fines, or expenses arising from Receiving Party's breach of this Acknowledgement, negligent or willful misconduct, or failure to comply with applicable privacy laws. Except as to breaches of confidentiality or violations of law, neither party shall be liable for consequential or punitive damages unless resulting from gross negligence or willful misconduct.

10. TERM; TERMINATION

This Acknowledgement shall commence on the Effective Date and continue until the Confidential Information is no longer confidential or until terminated by either party with thirty (30) days' prior written notice; provided, however, that obligations with respect to Confidential Information disclosed during the term shall survive for the longer of (a) the period required by applicable law or (b) three (3) years after termination, unless a longer period is required for certain categories of Personal Data under applicable law.

11. NOTICES

All notices required or permitted under this Acknowledgement shall be in writing and delivered to the addresses below (or to such other address designated by a party by written notice). Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment of this Acknowledgement will be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach will not constitute waiver of any other breach. This Acknowledgement 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; SEVERABILITY; ENTIRE AGREEMENT

This Acknowledgement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. If any provision of this Acknowledgement is held invalid or unenforceable, the remainder shall remain in full force and effect. This Acknowledgement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings and agreements, whether written or oral.

14. REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has full power and authority to enter into this Acknowledgement, that the person signing on its behalf is duly authorized, and that execution and performance will not violate any other agreement or legal obligation.

By signing below, the authorized representatives of the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Privacy Acknowledgement Form.

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