Ranch Rail Privacy Agreement

Ranch Rail Privacy Agreement

This Ranch Rail Privacy Agreement ("Agreement") is entered into as of Effective Date: by and between Disclosing Party Name: and Receiving Party Name: .

RECITALS

WHEREAS, Disclosing Party operates Ranch Rail services and systems and possesses certain confidential, proprietary and personal information related to operations, customers, routes, schedules, security protocols, and technology (collectively, "Confidential Information");

WHEREAS, Receiving Party requires access to certain Confidential Information to perform services or collaborate with Disclosing Party as described in the Scope of Work; and

WHEREAS, the parties desire to set forth their mutual obligations regarding the protection, permitted use, and return of Confidential Information.

SCOPE OF WORK

Receiving Party shall use Confidential Information solely for the permitted activities and purposes described below and shall not use such information for any other purpose without prior written consent of Disclosing Party.

CONFIDENTIALITY

1. Definition. "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether oral, written, electronic, or visual, including but not limited to passenger lists, route schedules, safety procedures, technical data, pricing, business plans, and third-party personal data.

2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction and without breach; or (d) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information.

3. Non-Disclosure and Non-Use. Receiving Party shall (a) hold Confidential Information in strict confidence; (b) limit access to those of its officers, employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (c) use the Confidential Information solely for the Scope of Work.

4. Security Measures. Receiving Party shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information, including access controls, encryption where applicable, and incident response procedures. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any unauthorized access, use, or disclosure.

5. Permitted Disclosures. Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court of competent jurisdiction, but only after providing prompt written notice to Disclosing Party to permit a protective order or other remedy and only to the extent compelled.

6. Return or Destruction. Upon termination of this Agreement or upon written request, Receiving Party shall promptly return or certify destruction of all Confidential Information and all copies, extracts, and summaries thereof, except that Receiving Party may retain one archival copy for compliance purposes subject to continued confidentiality obligations.

PAYMENT TERMS

Invoices submitted by the party entitled to payment shall be due and payable in accordance with the payment schedule above. Any undisputed late payments shall accrue the Late Payment Fee set forth above until paid. Disputed amounts shall be promptly raised in writing and the parties shall seek to resolve such disputes in good faith.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination, payment obligations accrued prior to termination shall survive, and Receiving Party's obligations with respect to Confidential Information shall survive as provided below.

REMEDIES

The parties acknowledge that monetary damages may be inadequate to remedy unauthorized disclosure of Confidential Information. Therefore, Disclosing Party is entitled to seek injunctive relief, specific performance, and any other equitable relief in addition to any other remedies available at law or in equity. Receiving Party shall indemnify and hold harmless Disclosing Party from losses arising from Receiving Party's breach of this Agreement to the extent caused by Receiving Party's acts or omissions.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

NOTICES AND CONTACTS

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall constitute a waiver of any other breach. The parties agree to cooperate in good faith to effectuate the purposes of this Agreement.

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