User Data Export

USER DATA EXPORT AGREEMENT

This User Data Export Agreement (the Agreement) is entered into as of Date: by and between Data Provider Name: (the "Data Provider") and Recipient Name: (the "Recipient"). The Data Provider and the Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Data Provider maintains electronic and/or other records containing information about individuals, including personally identifiable information and related metadata (collectively, the "User Data"); and

WHEREAS, the Recipient has requested an export of a subset of such User Data for the Purpose described below, and the Data Provider has agreed to provide such export subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the rights and obligations of each Party with respect to the export, transfer, handling, protection and use of the User Data.

SCOPE OF WORK

The Data Provider shall prepare and deliver to the Recipient an export of User Data as set forth below and in accordance with the security, format and timing requirements contained in this Agreement.

PAYMENT TERMS

In consideration for the Data Provider's performance under this Agreement, the Recipient shall pay the Data Provider the fees and expenses set forth below.

Late payment shall accrue interest at or the maximum rate permitted by law, whichever is lower. In addition, the Recipient shall reimburse reasonable collection costs.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice of days to the other Party. Either Party may terminate immediately upon material breach by the other Party that remains uncured for a period of thirty (30) days after written notice of breach, or immediately upon insolvency of the other Party.

CONFIDENTIALITY

Each Party acknowledges that the User Data and related documentation are Confidential Information of the Data Provider. The Recipient shall: (a) use the User Data only for the Purpose set forth in this Agreement; (b) limit access to the User Data to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (c) implement appropriate technical and organizational measures to protect the User Data against unauthorized or unlawful processing and against accidental loss, destruction, alteration, disclosure or access; and (d) not disclose the User Data to any third party except as expressly permitted by this Agreement or required by law, in which case the Recipient shall notify the Data Provider promptly to permit the Data Provider to seek protective measures.

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COMPLIANCE, REPRESENTATIONS AND INDEMNITY

The Recipient represents and warrants that it has a lawful basis to receive and process the User Data for the stated Purpose, and that its use of the User Data will comply with all applicable laws and regulations. The Recipient shall indemnify, defend and hold harmless the Data Provider from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Recipient's breach of this Agreement, unlawful processing of the User Data, or failure to comply with applicable legal obligations.

DATA BREACH NOTIFICATION

The Recipient shall notify the Data Provider without undue delay and in any event within 72 hours after becoming aware of a confirmed or reasonably suspected security incident affecting the User Data. The Recipient shall cooperate with the Data Provider in investigating the incident, mitigating harm, providing notices to affected individuals and regulators where required, and documenting steps taken.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, and willful misconduct, neither Party shall be liable to the other for indirect, incidental, special or consequential damages, and the aggregate liability of either Party for direct damages arising from or related to this Agreement shall not exceed the total fees paid by the Recipient to the Data Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments explicitly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior proposals, understandings and agreements, whether written or oral. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Purpose of Export:

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