Privacy Policy Installation

PRIVACY POLICY INSTALLATION AGREEMENT

This Privacy Policy Installation Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , and Client Name: .

WHEREAS

1. Provider is engaged in the business of implementing and configuring website and application privacy notices, privacy management widgets, and related disclosures to assist clients in presenting their privacy practices to end users.

2. Client desires to obtain from Provider installation, configuration, and testing services to deploy a privacy policy and associated user-facing notices on Client systems in accordance with the terms set forth in this Agreement.

3. Provider and Client wish to set forth the scope, schedule, payment terms, and confidentiality obligations governing Provider's installation of the privacy policy.

SCOPE OF WORK

Provider will perform the services described below. Provider's obligations include technical installation, configuration to match Client's content and preferences, functional testing, and deployment assistance. Provider will make commercially reasonable efforts to ensure that the privacy policy is accessible and displayed in the locations agreed by the parties.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services. Fees are exclusive of applicable taxes. Provider reserves the right to suspend work for nonpayment in accordance with this Agreement.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within Cure Period (days): after receipt of written notice describing the breach.

Termination for Convenience: Either party may terminate for convenience upon Notice Period (days): days' prior written notice. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other relating to business operations, technical data, customer lists, pricing, and any information designated as confidential or that should reasonably be understood to be confidential given its nature.

Obligations: Receiving party shall (a) use Confidential Information solely to perform rights and obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach by receiving party; (ii) was rightfully in receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of disclosing party's Confidential Information.

DATA PROTECTION & COMPLIANCE

Provider will implement the privacy policy content and configure Client systems consistent with the specifications in the Scope of Work. Client acknowledges and agrees that Provider is performing technical and implementation services only; Provider is not rendering legal advice regarding the adequacy or legal compliance of the privacy policy. Client is solely responsible for the substantive legal content of the policy and for ensuring compliance with applicable privacy and data protection laws.

Client acknowledges (check to confirm): Client acknowledges Provider is not providing legal advice and Client has obtained any legal review it deems necessary.

INTELLECTUAL PROPERTY

Ownership: Client retains all right, title, and interest in the substantive content of the privacy policy and any confidential customer data. Provider retains ownership of its preexisting software, tools, templates, and methodologies used to perform services, and grants Client a nonexclusive, nontransferable license to any Provider materials solely to the extent necessary for Client's use of the installed policy.

LIMITATION OF LIABILITY & INDEMNIFICATION

Limitation of Liability: Except for damages arising from willful misconduct or gross negligence, each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the Total Fee paid by Client under this Agreement. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct in connection with performance of services under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes that are not subject to mandatory arbitration.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. No modification to this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Execution: 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 effective to bind the signatory.

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