Transmission Request Form

TRANSMISSION REQUEST FORM

Parties and Request

Requestor Name:   Company:

Recipient Name:   Company:

Recitals

WHEREAS, Requestor requires transmission of certain data, files, or media (collectively, the Transmitted Material) to Recipient for legitimate business purposes; and

WHEREAS, the parties desire to set forth the scope, schedule, security, and terms governing such transmission, including obligations regarding confidentiality, acceptance, and liability.

WHEREAS, the parties acknowledge that the transmission may implicate regulatory, privacy, or contractual obligations and agree to comply with the provisions below.

Scope of Work

Transmission Specifications

Requested Transmission Date:   Requested Time:   Time Zone:

Secure FTP    HTTP(S) POST    Encrypted Email (SMIME/PGP)    Physical Media (courier)    API Transfer

Encryption Required: Yes   Encryption Method:

Delivery Confirmation Required: Yes   Receipt Acknowledgement To:

Payment Terms

Fee for Transmission Services:   Currency:

Late Payment Fee:   Non-payment Remedies: The Provider may suspend further transmissions until payment is remitted and may recover collection costs and interest as permitted by law.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Request for convenience upon written notice to the other party provided not less than days' prior notice. Termination for material breach is effective immediately upon written notice if the breach is not cured within days.

Confidentiality

All information exchanged in connection with the transmission that is designated confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information) shall be held in strict confidence. Recipient agrees to (a) use Confidential Information solely for the purposes of performing and accepting the transmission; (b) restrict access to Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access or disclosure.

Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law provided the disclosing party is given prompt notice and the disclosure is limited to the required scope.

The obligations of confidentiality shall survive termination or expiration of this Request for a period of three (3) years, or longer if required by applicable law with respect to protected personal data.

Compliance, Liability, and Indemnity

Each party shall comply with all applicable laws and regulations in performing its obligations hereunder. Requestor represents and warrants that it has the rights and lawful authority to transmit the Transmitted Material and that such transmission will not violate any third-party right or law.

Except as expressly set forth herein, neither party shall be liable for indirect, incidental, special, or consequential damages arising from a transmission, including loss of data, business interruption, or lost profits, even if advised of the possibility of such damages. Each party's aggregate liability for direct damages arising from this Request shall be limited to the fees paid for the specific transmission at issue.

Requestor shall indemnify and hold harmless Recipient from and against third-party claims arising from Requestor's breach of representation, infringement, or unlawful content in the Transmitted Material; provided that Recipient gives prompt notice of any claim and cooperates in the defense.

Governing Law; Entire Agreement

Governing Law: This Request shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

Entire Agreement: This Transmission Request Form, together with any attachments or mutually executed addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Additional Instructions / Special Conditions

Authorization and Certifications

By signing below, Requestor certifies that (a) the information provided on this form is true and accurate to the best of Requestor's knowledge; (b) Requestor has obtained all consents and possesses all rights necessary to authorize the transmission of the Transmitted Material; and (c) Requestor accepts the payment, confidentiality, and liability terms set forth herein.

Requestor expressly authorizes Recipient to proceed with the transmission in accordance with this Request and acknowledges that Recipient may rely on the representations made herein.

Additional Approvals Required: Yes   If yes, Approver Name:

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