Privacy Capped Agreement

PRIVACY CAPPED AGREEMENT

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain services that will involve handling, processing, or receiving Personal Data as defined by applicable law; and

WHEREAS, the parties desire to allocate responsibility and limit monetary exposure arising from privacy-related incidents while preserving obligations to protect Personal Data and to respond to incidents promptly; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

PRIVACY LIABILITY CAP

Notwithstanding any other provision of this Agreement, the aggregate liability of Service Provider for all claims, losses, costs, expenses or damages arising out of or relating to Service Provider's obligations with respect to Personal Data ("Privacy Obligations") shall not exceed (Privacy Cap Amount), as the sole monetary remedy for such claims, except as expressly provided herein.

The foregoing cap shall apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise; provided, however, that the Privacy Cap shall not apply to liability resulting from (a) willful misconduct or gross negligence of Service Provider, (b) fraudulent acts by Service Provider, or (c) damages awarded for bodily injury or death. The parties expressly acknowledge that consequential, incidental, punitive, and exemplary damages are excluded from recoverable damages with respect to Privacy Obligations except where prohibited by applicable law.

PAYMENT TERMS

Payment due within days of invoice. Late payments shall accrue interest at on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of breach, or immediately for breach involving unauthorized disclosure of Personal Data.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such information except (a) to employees, contractors or agents on a need-to-know basis who are bound by confidentiality no less protective than this Agreement, (b) as required by law, provided the receiving party gives prompt notice and cooperates in any effort to limit disclosure, or (c) with prior written consent. "Confidential Information" includes Personal Data and business information designated as confidential.

DATA BREACH RESPONSE AND INDEMNITY

In the event of a confirmed data breach affecting Personal Data processed under this Agreement, Service Provider shall: (a) notify Client without undue delay and in any event within hours of discovery; (b) cooperate with Client in investigation and mitigation; and (c) bear the reasonable costs of notification and remediation caused by Service Provider's failure to comply with applicable data protection obligations, subject to the Privacy Cap except where excluded by law or by willful misconduct or gross negligence.

Service Provider shall indemnify and hold harmless Client from third-party claims resulting directly from Service Provider's breach of its privacy obligations or unauthorized disclosure of Personal Data, subject to the Privacy Cap and the exclusions set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Sign Now