Subcontract Agreement

Subcontractor Agreement

This Subcontractor Agreement is made and entered into this day of [EFFECTIVE DATE], by and between [CONTRACTOR NAME] ("[PARTY A]") and [SUBCONTRACTOR NAME] ("[PARTY B]"). The [PARTY A] and the [PARTY B] are sometimes hereinafter referred to as the "parties."

The [PARTY A] desires to engage [PARTY B] to furnish labor, materials, equipment and/or services (collectively, the "Work") for one or more of [PARTY A]'s projects (each, a "Project"), and [PARTY B] desires to provide said Work; and

This Agreement provides the general terms and conditions which shall govern all Work furnished by [PARTY B] to [PARTY A] pursuant to separate written agreements (each, a "Statement of Work") for each specific Project.

The parties agree to the terms of this Agreement.

 Contract Documents

Contract Terms. The [PARTY A] has entered, or contemplates entering, into agreements (each, a "Contractor Agreement") with certain clients and other parties (the "Client") to provide the Work in relation to certain Projects. The term "Contract Documents" shall consist of and collectively refer to:

this Agreement,

the relevant Contractor Agreement,

all properly executed Statements of Work,

all properly executed Change Orders, and

all attached Exhibits.

Availability Terms. The Contract Documents shall be made available for [PARTY B]'s review.

Acknowledgment of Terms[PARTY B] represents and agrees that it has carefully examined and understands this Agreement and the Contract Documents, has investigated the nature and requirements of the Work to be performed. [PARTY B] acknowledges that it enters into this Agreement and any relevant Statement of Work on the basis of its own examination, investigation, and evaluation and not in reliance upon any opinions or representations of [PARTY A][PARTY B] agrees to be bound to the [PARTY A] by the provisions of the Contract Documents and to assume to [PARTY A] all of the obligations and responsibilities that [PARTY A] assumes under the relevant Contractor Agreement.

Conflict of Terms. Where provisions of the Contract Documents are inconsistent, the provision imposing the higher or stricter standard of performance and/or the greater scope, quantity, or quality of Work to be performed.

 Contract Documents

Contract Terms. The [PARTY A] has entered, or contemplates entering, into agreements (each, a "Contractor Agreement") with certain clients and other parties to provide the Work in relation to certain Projects. The term "Contract Documents" shall consist of and collectively refer to:

this Agreement,

the relevant Contractor Agreement,

all properly executed Statements of Work,

all properly executed Change Orders, and

all attached Exhibits.

Availability Terms. The Contract Documents shall be available for review at Contractor's offices or the Job Site.

Acknowledgment of Terms[PARTY B] represents and agrees that it has carefully examined and understands this Agreement and the Contract Documents, has investigated the nature and requirements of the Work to be performed. [PARTY B] acknowledges that it enters into this Agreement and any relevant Statement of Work on the basis of its own examination, investigation, and evaluation and not in reliance upon any opinions or representations of [PARTY A][PARTY B] agrees to be bound to the [PARTY A] by the provisions of the Contract Documents and to assume to [PARTY A] all of the obligations and responsibilities that [PARTY A] assumes under the relevant Contractor Agreement.

Conflict of Terms. Where provisions of the Contract Documents are inconsistent, the provision imposing the higher or stricter standard of performance and/or the greater scope, quantity, or quality of Work to be performed.

 Scope of Work

Performance of Work. The [PARTY B] agrees to perform all of the Work required by or reasonably inferable from the Contract Documents and appropriate Statement of Work, unless specifically excluded by written agreement with [PARTY A].

Payment for Work. The [PARTY B] agrees to furnish and pay for all labor, materials, equipment, taxes, services, and everything necessary for completion of the Work in accordance with the Contract Documents, which must include a Statement of Work in the form attached as Exhibit A.

"Work." The phrase "Work" when used in this Agreement means the specific services the [PARTY B] has agreed to perform on behalf of the [PARTY A], as described in the applicable Statement of Work.

"Job Site." The phrase "Job Site" refers to the address, premises or physical location specified in the Statement of Work where the Work is to be rendered by [PARTY B].

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Written Consent Required for Subcontracting[PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s or the Client's written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Due Diligence. [PARTY A] shall use reasonable efforts to cooperate with any due diligence [PARTY B] requests done on any proposed subcontractor.

[PARTY B]'s Point of Contact. [PARTY A] shall remain [PARTY B]'s sole point of contact regarding the Work provided by any subcontractor.

Transfer of Subcontracting Agreement. [PARTY A] shall ensure that each subcontracting agreement with an subcontractor is transferable to [PARTY B] on the expiration or termination of this agreement.

Notice of Subcontractor's Breach. [PARTY A] shall

give [PARTY B] notice of any actual or suspected breach by a subcontractor of any of its obligations in providing Work, and

on [PARTY B]'s reasonable request, provide [PARTY B] with any further information in connection with the actual and suspected breach.

Removal of Subcontractors

Request to Remove Subcontractor. [PARTY B] may request [PARTY A] remove any subcontractor from its role in providing Work by giving written notice to [PARTY A] that [PARTY B] determines

the subcontractor's continued performance of functions or work in connection with the Work will prejudice [PARTY B]'s interests,

the subcontractor's performance has been materially deficient or has resulted in a material breach under this agreement, or

there have been material misrepresentations by or in connection with the subcontractor.

Investigation and Discussion of Violations. Within [three] Business Days' of receiving [PARTY B]'s notice, [PARTY A] shall

investigate the matters stated in [PARTY B]'s notice, and

discuss the findings of its investigation with [PARTY B].

Termination. If after the parties discussions, [PARTY B] still, in good faith and acting reasonably, requires the removal of the subcontractor, [PARTY A] shall promptly

terminate the subcontractor's contract at its own expense, and

arrange for temporary personnel adjustments as necessary to maintain continuity and timeline for providing the Work the terminated subcontractor had been working on until permanent personnel, including contracting with new subcontractors under this section, can be assigned to replace the terminated subcontractor.

Liability for Subcontractor's Claims. [PARTY A] will be solely responsible for any claims made by any subcontractor arising out of [PARTY A]'s removal and termination of the subcontractor.

 Contract Price[PARTY B]'s full compensation for satisfactory performance of the Work, in strict compliance with the Contract Documents, shall be the contract price (the "Contract Price") set forth in the applicable Statement of Work. Subject to [PARTY A]'s right to adjustments increasing or reducing the Contract Price or extending or shortening the schedule, as provided for elsewhere in this Agreement, the Contract Price shall be deemed to be full compensation for all Work performed by [PARTY B] under each applicable Statement of Work, and is conclusively presumed to cover all foreseen and unforeseen costs, fees, profit, overhead, and expenses arising out of, or related to, [PARTY A]'s performance of the Work.

 Payment

Final Payment. The final payment constituting the entire unpaid balance (the "Final Payment") of the Contract Price, including the retainage due and as stated in the applicable Statement of Work, shall be paid to Subcontractor no later than thirty (30) days after the Work called for in the applicable Statement of Work has been fully completed, approved, and accepted by Contractor, in its sole discretion, and all applicable government agencies or similar authorities; provided, however, that Subcontractor acknowledges that no Final Payment shall be made until the Subcontractor has provided an Unconditional Waiver of Lien and Release, in the form attached as Exhibit C, and covering all Work performed by Subcontractor under the applicable Statement of Work.

Progress Payments. At the sole discretion and option of Contractor, or as separately agreed to in the applicable Statement of Work, Contractor may make periodic progress payments for Work completed by Subcontractor (a "Progress Payment"). When applying for a Progress Payment, Subcontractor must submit an accurate application for payment for the relevant period, using AIA Form G702 or a form acceptable to Contractor. Progress Payments shall be paid after approval of Contractor, based on the percentage of completion of the Work, less ten percent (10%) for retainage or such lesser percentage specified by law or the Contract Documents. Any application for a Progress Payment must specifically state the Work completed during such period, and be accompanied by an appropriate Partial Waiver of Lien and Release, in the form attached as Exhibit D. Progress Payments shall be treated as advances on the Contract Price only, and are subject to adjustment in any amount and at the sole discretion of Contractor, whether or not already advanced, as may be necessary to protect Contractor from loss liability or expense.

Contractor Payments

Direct Payment. In its sole discretion, Contractor may make any payments due to Subcontractor payable jointly or directly to anyone to whom payment is due from Subcontractor in relation to performance of the Work.

Non-Payment. In the event Contractor has reason to believe that Subcontractor is not fulfilling its payment obligations, Contractor may take any steps reasonably necessary to ensure that all obligations of the Subcontractor relating to performance of the Work are properly made. Such steps may include, but are not limited to, the right to withhold out of subsequent payments to Subcontractor a reasonable amount to protect Contractor from any loss, or damage, including attorney's fees, arising out of any lien, claim, security interest or encumbrance. Contractor may continue to pursue any such remedies until Subcontractor submits evidence satisfactory to Contractor that all previous amounts owed in connection with the performance of the Work have been paid.

Subcontractor Payments. Subcontractor shall hold all payments received in trust for the benefit of any persons or entities furnishing labor, material, services, tools or equipment to Subcontractor in performance of the Work. Subcontractor shall make all payments for any labor, material, services, tools and equipment promptly when due.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to customer data, [PARTY B] will conduct, or has conducted, background checks on all employees, representatives or agents to ensure such employees:

have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded;

have not been convicted of any felony;

have not been terminated from employment by any employer or contractor for theft, misappropriation of property, or any other potentially illegal or unethical acts; and

are eligible to work within the United States pursuant to The Immigration Reform and Control Act of 1986;

[PARTY B] agrees not to use any employee or potential employee failing to meet the above criteria to provide services under this agreement. Any breach of this [PARTY B]'s background check obligations will give [PARTY A] the right to terminate this Agreement immediately.

Drug Screening. Business Associate shall conduct, or has conducted, drug screen checks, in keeping with the U.S. Drug Free Workplace Act or equivalent in other countries, on all employees, representatives or agents hired who have access to any Protected Information.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to customer data, [PARTY B] will conduct, or has conducted, background checks on all employees, representatives or agents to ensure such employees:

have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded;

have not been convicted of any felony;

have not been terminated from employment by any employer or contractor for theft, misappropriation of property, or any other potentially illegal or unethical acts; and

are eligible to work within the United States pursuant to The Immigration Reform and Control Act of 1986;

[PARTY B] agrees not to use any employee or potential employee failing to meet the above criteria to provide services under this agreement. Any breach of this [PARTY B]'s background check obligations will give [PARTY A] the right to terminate this Agreement immediately.

Credit Checks. [PARTY B] shall conduct, or has conducted, credit checks, in keeping with the Fair Credit Reporting Act and the Fair and Accurate Credit Transactions Act or equivalent in other countries, on all employees, representatives or agents hired who have access to any client information.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to Customer Data, [PARTY B] will conduct or verify background checks on such Personnel, except where expressly prohibited by law. For the purposes of this agreement, “Personnel” means [PARTY B]’s employees, independent contractors, and subcontractors.

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Warranty

Professional Skills. [PARTY B] represents and warrants that it possesses the special skill and professional competence, expertise and experience to undertake the obligations imposed by this agreement.

Performance. [PARTY B] agrees to perform in a diligent, efficient, competent and skillful manner commensurate with the highest standards of the profession, and to devote such time as is necessary to perform the services required under this agreement.

Intellectual Property

Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.

Jointly Developed Intellectual Property. In the event that the parties jointly develop Intellectual Property, the parties shall engage in good faith negotiations to establish their respective rights. In the event the parties cannot reach an agreement with regard to such jointly developed property, each party will have equal ownership and rights in such intellectual property, without further obligation and without a duty to account to the other party.

Intellectual Property. Except for rights expressly granted under this agreement,

nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party, and

each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

Intellectual Property. Each party will retain exclusive interest in and ownership of its Intellectual Property existing prior to this agreement or developed outside the scope of this agreement.

Intellectual Property. Nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party.

No Partnership

No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Independent Contractor Status

Status. [PARTY B] is an independent contractor, and nothing in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. [PARTY B] has no authority to, and will not, act as agent for or on behalf of [PARTY A] or represent or bind [PARTY A] in any manner.

No Benefits. [PARTY B] will not be entitled to any of the benefits afforded to [PARTY A]'s employees.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Data Security

Use Only for the Purpose. [PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of Protected Information.

Network Security. [PARTY B] shall maintain network security conforming to generally recognized industry standards and the network security practices it uses for its own internal network, including at a minimum, 

network firewall provisioning,

intrusion detection, and

vulnerability assessments conducted at least three times each calendar year by independent third party assessors.

Data Security. [PARTY B] shall protect the integrity, and accessibility of the Protected Information using administrative, technical, and physical measures conforming to generally recognized industry standards and the best practices the [PARTY B] applies to its own data and processing environment, including at a minimum,

password protection systems, 

timely application of patches, and

fixes and updates to operating systems.

Data Storage

Designated Target Servers. [PARTY B] shall store, process, and maintain all the Protected Information only on designated target servers.

Portable or Laptop Storage. [PARTY B] will not store, process, or maintain any of the Protected Information on, or transfer any Protected Information to, any portable or laptop computing device or portable storage medium, unless that device or storage medium is part of [PARTY B]'s designated backup and recovery processes and encrypted according to paragraph [DATA ENCRYPTION].

Data Transmission[PARTY B] shall ensure that all electronic transmission or exchange of system and application data with the disclosing party and with any third parties designated by the [PARTY B] takes place using secure means, including using HTTPS, SFTP, or an equivalent.

Data Encryption

Backup Data. [PARTY B] shall use commercially supported encryption solutions to encrypt all of the Protected Information, as part of [PARTY B]s designated backup and recovery processes.

PII on Portable Devices. [PARTY B] shall use commercially supported encryption solutions to encrypt all personally identifiable information, as defined under current legislation, that is stored on portable or laptop computing devices or portable storage mediums.

Encryption Standards. [PARTY B] shall use encryption solutions with at least a 128-bit key length for symmetric encryption, and at least a 1024-bit key length for asymmetric encryption.

Confidentiality Obligations. [PARTY B] shall treat the Protected Information as Confidential Information subject to the confidentiality obligations under section [CONFIDENTIALITY OBLIGATIONS].

Limits on Data Distribution. Unless [PARTY A] gives its written consent, [PARTY B] will not distribute, repurpose, or share Protected Information to or with any third parties, or to or with the receiving party's applications, environments, or business units that are outside the scope of this agreement.

Notification of Security Breaches 

Compliance with Notification Laws. [PARTY B] shall comply with all applicable Laws regarding the notification of individuals in the event of unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.

Procedure After Unauthorized Disclosure. Within 24 hours of discovering any breach of [PARTY B]'s security obligations or of any other event requiring notification under applicable Law, [PARTY B] shall notify [PARTY A], and any other individuals Law requires to be notified, of the breach or other event by telephone and e-mail.

Indemnification Related to Unauthorized Disclosure. [PARTY B] shall indemnify and defend [PARTY A] and its Representatives, against any losses arising out of claims related to any unauthorized disclosure or other events requiring notification under applicable Law.

Handling of Data on End of Agreement. Within 30 days after the expiration or termination of this agreement, [PARTY B] shall

erase, destroy, or otherwise render unrecoverable all Protected Information, and

give [PARTY A] written certification that the Protected Information is erased, destroyed, or otherwise unrecoverable.

Audits

Right to Audit on Notice. On 10 Business Days' written notice to [PARTY B], [PARTY A] may, or may appoint an audit firm (the "Auditors") to, audit [PARTY B], and the [PARTY B]'s sub-vendors or Affiliates that provide a service for the processing, transport, or storage of the Protected Information, for compliance with the data security obligations under this section.

Scope of Audit. [PARTY A] shall include in its notice of an upcoming audit the scope, date, and time of the audit, and any deliverables the disclosing party reasonably requests for the audit.

Onsite Audit 

Need for Onsite Audit. If the deliverables [PARTY A] requests cannot reasonably be removed from [PARTY B]'s premises,[PARTY B] shall provide [PARTY A] or the Auditors access to [PARTY B]'s premises, and if necessary, a personal site guide for [PARTY A] or the Auditors while on [PARTY B]'s premises.

Audit Accommodations. If an onsite audit is necessary, [PARTY B] shall provide [PARTY A] or the Auditors with private accommodation on [PARTY B]'s premises for data analysis and meetings, including a reasonable workspace, appropriate lighting, electrical, printer, and internet connectivity.

Access to Employees. [PARTY B] shall make designated employees or contractors available for interviews in person or over the phone during the time frame specified for the audit.

Receiving Party Self-Audit. In lieu of [PARTY B] or the Auditors performing the audit, if [PARTY B] has an external audit firm that performs a certified Type II SAS 70 review, [PARTY A] may

review the controls tested and the results of the audit by [PARTY B]'s audit firm, and

request additional controls to be added to the audit by [PARTY B]'s audit firm, to test the controls that have an impact on the Protected Information.

Audit Expenses. [PARTY A] shall bear all expenses in connection with audits, unless an audit reveals material noncompliance with contract specifications, in which case [PARTY B] shall bear the expenses.

Industry Standards. For the purpose of this section [DATA SECURITY], generally recognized industry standards include the current standards and benchmarks listed and maintained by the

Center for Internet Security (available at http://www.cisecurity.org),

Payment Card Industry/Data Security Standards (PCI/DSS) (available at http://www.pcisecuritystandards.org/),

National Institute for Standards and Technology (available at http://csrc.nist.gov),

Federal Information Security Management Act (FISMA) (available at http://csrc.nist.gov),

ISO/IEC 27000-series (available at http://www.iso27001security.com/), and

Organization for the Advancement of Structured Information Standards (OASIS) (available at http://www.oasis-open.org/).

Data Security

Data Protection. [PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of Protected Information.

Network Security. [PARTY B] shall maintain network security conforming to generally recognized industry standards and the network security practices it uses for its own internal network, including at a minimum, 

network firewall provisioning,

intrusion detection, and

vulnerability assessments conducted at least three times each calendar year by independent third party assessors.

Data Security. [PARTY B] shall protect the integrity, and accessibility of the Protected Information using administrative, technical, and physical measures conforming to generally recognized industry standards and the best practices the [PARTY B] applies to its own data and processing environment, including at a minimum,

password protection systems, 

timely application of patches, and

fixes and updates to operating systems.

Data Storage

Designated Target Servers. [PARTY B] shall store, process, and maintain all the Protected Information only on designated target servers.

Portable or Laptop Storage. [PARTY B] will not store, process, or maintain any of the Protected Information on, or transfer any Protected Information to, any portable or laptop computing device or portable storage medium, unless that device or storage medium is part of [PARTY B]'s designated backup and recovery processes and encrypted according to paragraph [DATA ENCRYPTION].

Data Transmission[PARTY B] shall ensure that all electronic transmission or exchange of system and application data with the disclosing party and with any third parties designated by the [PARTY B] takes place using secure means, including using HTTPS, SFTP, or an equivalent.

Data Encryption

Backup Data. [PARTY B] shall use commercially supported encryption solutions to encrypt all of the Protected Information, as part of [PARTY B]s designated backup and recovery processes.

PII on Portable Devices. [PARTY B] shall use commercially supported encryption solutions to encrypt all personally identifiable information, as defined under current legislation, that is stored on portable or laptop computing devices or portable storage mediums.

Encryption Standards. [PARTY B] shall use encryption solutions with at least a 128-bit key length for symmetric encryption, and at least a 1024-bit key length for asymmetric encryption.

Confidentiality Obligations. [PARTY B] shall treat the Protected Information as Confidential Information subject to the confidentiality obligations under section [CONFIDENTIALITY OBLIGATIONS].

Handling of Data on End of Agreement. Within 30 days after the expiration or termination of this agreement, [PARTY B] shall

erase, destroy, or otherwise render unrecoverable all Protected Information, and

give [PARTY A] written certification that the Protected Information is erased, destroyed, or otherwise unrecoverable.

Data Security[PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 

Data Security. [PARTY B] shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party's Data.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Insurance

Mutual Insurance. Each party shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement or required by Law, whichever is less.

Proof of Insurance. On the other party's request, each party shall deliver to the other party a certificate or other proof of its insurance, describing the amount and coverage of its insurance.

Notice of Material Change. If there is any material change to either party's insurance, that party shall promptly notify the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses to the extent [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

arising from [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses to the extent [PARTY A] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying the[PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s work on the [DELIVERABLE].

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's

breach of its obligations, representations, warranties, or covenants under this agreement, or

willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

General Provisions

 Entire Agreement. This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights. 

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Subcontractor Agreement

This Subcontractor Agreement is made and entered into this day of [EFFECTIVE DATE], by and between [CONTRACTOR NAME] ("[PARTY A]") and [SUBCONTRACTOR NAME] ("[PARTY B]"). The [PARTY A] and the [PARTY B] are sometimes hereinafter referred to as the "parties."

The [PARTY A] desires to engage [PARTY B] to furnish labor, materials, equipment and/or services (collectively, the "Work") for one or more of [PARTY A]'s projects (each, a "Project"), and [PARTY B] desires to provide said Work; and

This Agreement provides the general terms and conditions which shall govern all Work furnished by [PARTY B] to [PARTY A] pursuant to separate written agreements (each, a "Statement of Work") for each specific Project.

The parties agree to the terms of this Agreement.

 Contract Documents

Contract Terms. The [PARTY A] has entered, or contemplates entering, into agreements (each, a "Contractor Agreement") with certain clients and other parties (the "Client") to provide the Work in relation to certain Projects. The term "Contract Documents" shall consist of and collectively refer to:

this Agreement,

the relevant Contractor Agreement,

all properly executed Statements of Work,

all properly executed Change Orders, and

all attached Exhibits.

Availability Terms. The Contract Documents shall be made available for [PARTY B]'s review.

Acknowledgment of Terms[PARTY B] represents and agrees that it has carefully examined and understands this Agreement and the Contract Documents, has investigated the nature and requirements of the Work to be performed. [PARTY B] acknowledges that it enters into this Agreement and any relevant Statement of Work on the basis of its own examination, investigation, and evaluation and not in reliance upon any opinions or representations of [PARTY A][PARTY B] agrees to be bound to the [PARTY A] by the provisions of the Contract Documents and to assume to [PARTY A] all of the obligations and responsibilities that [PARTY A] assumes under the relevant Contractor Agreement.

Conflict of Terms. Where provisions of the Contract Documents are inconsistent, the provision imposing the higher or stricter standard of performance and/or the greater scope, quantity, or quality of Work to be performed.

 Contract Documents

Contract Terms. The [PARTY A] has entered, or contemplates entering, into agreements (each, a "Contractor Agreement") with certain clients and other parties to provide the Work in relation to certain Projects. The term "Contract Documents" shall consist of and collectively refer to:

this Agreement,

the relevant Contractor Agreement,

all properly executed Statements of Work,

all properly executed Change Orders, and

all attached Exhibits.

Availability Terms. The Contract Documents shall be available for review at Contractor's offices or the Job Site.

Acknowledgment of Terms[PARTY B] represents and agrees that it has carefully examined and understands this Agreement and the Contract Documents, has investigated the nature and requirements of the Work to be performed. [PARTY B] acknowledges that it enters into this Agreement and any relevant Statement of Work on the basis of its own examination, investigation, and evaluation and not in reliance upon any opinions or representations of [PARTY A][PARTY B] agrees to be bound to the [PARTY A] by the provisions of the Contract Documents and to assume to [PARTY A] all of the obligations and responsibilities that [PARTY A] assumes under the relevant Contractor Agreement.

Conflict of Terms. Where provisions of the Contract Documents are inconsistent, the provision imposing the higher or stricter standard of performance and/or the greater scope, quantity, or quality of Work to be performed.

 Scope of Work

Performance of Work. The [PARTY B] agrees to perform all of the Work required by or reasonably inferable from the Contract Documents and appropriate Statement of Work, unless specifically excluded by written agreement with [PARTY A].

Payment for Work. The [PARTY B] agrees to furnish and pay for all labor, materials, equipment, taxes, services, and everything necessary for completion of the Work in accordance with the Contract Documents, which must include a Statement of Work in the form attached as Exhibit A.

"Work." The phrase "Work" when used in this Agreement means the specific services the [PARTY B] has agreed to perform on behalf of the [PARTY A], as described in the applicable Statement of Work.

"Job Site." The phrase "Job Site" refers to the address, premises or physical location specified in the Statement of Work where the Work is to be rendered by [PARTY B].

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Written Consent Required for Subcontracting[PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s or the Client's written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Due Diligence. [PARTY A] shall use reasonable efforts to cooperate with any due diligence [PARTY B] requests done on any proposed subcontractor.

[PARTY B]'s Point of Contact. [PARTY A] shall remain [PARTY B]'s sole point of contact regarding the Work provided by any subcontractor.

Transfer of Subcontracting Agreement. [PARTY A] shall ensure that each subcontracting agreement with an subcontractor is transferable to [PARTY B] on the expiration or termination of this agreement.

Notice of Subcontractor's Breach. [PARTY A] shall

give [PARTY B] notice of any actual or suspected breach by a subcontractor of any of its obligations in providing Work, and

on [PARTY B]'s reasonable request, provide [PARTY B] with any further information in connection with the actual and suspected breach.

Removal of Subcontractors

Request to Remove Subcontractor. [PARTY B] may request [PARTY A] remove any subcontractor from its role in providing Work by giving written notice to [PARTY A] that [PARTY B] determines

the subcontractor's continued performance of functions or work in connection with the Work will prejudice [PARTY B]'s interests,

the subcontractor's performance has been materially deficient or has resulted in a material breach under this agreement, or

there have been material misrepresentations by or in connection with the subcontractor.

Investigation and Discussion of Violations. Within [three] Business Days' of receiving [PARTY B]'s notice, [PARTY A] shall

investigate the matters stated in [PARTY B]'s notice, and

discuss the findings of its investigation with [PARTY B].

Termination. If after the parties discussions, [PARTY B] still, in good faith and acting reasonably, requires the removal of the subcontractor, [PARTY A] shall promptly

terminate the subcontractor's contract at its own expense, and

arrange for temporary personnel adjustments as necessary to maintain continuity and timeline for providing the Work the terminated subcontractor had been working on until permanent personnel, including contracting with new subcontractors under this section, can be assigned to replace the terminated subcontractor.

Liability for Subcontractor's Claims. [PARTY A] will be solely responsible for any claims made by any subcontractor arising out of [PARTY A]'s removal and termination of the subcontractor.

 Contract Price[PARTY B]'s full compensation for satisfactory performance of the Work, in strict compliance with the Contract Documents, shall be the contract price (the "Contract Price") set forth in the applicable Statement of Work. Subject to [PARTY A]'s right to adjustments increasing or reducing the Contract Price or extending or shortening the schedule, as provided for elsewhere in this Agreement, the Contract Price shall be deemed to be full compensation for all Work performed by [PARTY B] under each applicable Statement of Work, and is conclusively presumed to cover all foreseen and unforeseen costs, fees, profit, overhead, and expenses arising out of, or related to, [PARTY A]'s performance of the Work.

 Payment

Final Payment. The final payment constituting the entire unpaid balance (the "Final Payment") of the Contract Price, including the retainage due and as stated in the applicable Statement of Work, shall be paid to Subcontractor no later than thirty (30) days after the Work called for in the applicable Statement of Work has been fully completed, approved, and accepted by Contractor, in its sole discretion, and all applicable government agencies or similar authorities; provided, however, that Subcontractor acknowledges that no Final Payment shall be made until the Subcontractor has provided an Unconditional Waiver of Lien and Release, in the form attached as Exhibit C, and covering all Work performed by Subcontractor under the applicable Statement of Work.

Progress Payments. At the sole discretion and option of Contractor, or as separately agreed to in the applicable Statement of Work, Contractor may make periodic progress payments for Work completed by Subcontractor (a "Progress Payment"). When applying for a Progress Payment, Subcontractor must submit an accurate application for payment for the relevant period, using AIA Form G702 or a form acceptable to Contractor. Progress Payments shall be paid after approval of Contractor, based on the percentage of completion of the Work, less ten percent (10%) for retainage or such lesser percentage specified by law or the Contract Documents. Any application for a Progress Payment must specifically state the Work completed during such period, and be accompanied by an appropriate Partial Waiver of Lien and Release, in the form attached as Exhibit D. Progress Payments shall be treated as advances on the Contract Price only, and are subject to adjustment in any amount and at the sole discretion of Contractor, whether or not already advanced, as may be necessary to protect Contractor from loss liability or expense.

Contractor Payments

Direct Payment. In its sole discretion, Contractor may make any payments due to Subcontractor payable jointly or directly to anyone to whom payment is due from Subcontractor in relation to performance of the Work.

Non-Payment. In the event Contractor has reason to believe that Subcontractor is not fulfilling its payment obligations, Contractor may take any steps reasonably necessary to ensure that all obligations of the Subcontractor relating to performance of the Work are properly made. Such steps may include, but are not limited to, the right to withhold out of subsequent payments to Subcontractor a reasonable amount to protect Contractor from any loss, or damage, including attorney's fees, arising out of any lien, claim, security interest or encumbrance. Contractor may continue to pursue any such remedies until Subcontractor submits evidence satisfactory to Contractor that all previous amounts owed in connection with the performance of the Work have been paid.

Subcontractor Payments. Subcontractor shall hold all payments received in trust for the benefit of any persons or entities furnishing labor, material, services, tools or equipment to Subcontractor in performance of the Work. Subcontractor shall make all payments for any labor, material, services, tools and equipment promptly when due.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to customer data, [PARTY B] will conduct, or has conducted, background checks on all employees, representatives or agents to ensure such employees:

have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded;

have not been convicted of any felony;

have not been terminated from employment by any employer or contractor for theft, misappropriation of property, or any other potentially illegal or unethical acts; and

are eligible to work within the United States pursuant to The Immigration Reform and Control Act of 1986;

[PARTY B] agrees not to use any employee or potential employee failing to meet the above criteria to provide services under this agreement. Any breach of this [PARTY B]'s background check obligations will give [PARTY A] the right to terminate this Agreement immediately.

Drug Screening. Business Associate shall conduct, or has conducted, drug screen checks, in keeping with the U.S. Drug Free Workplace Act or equivalent in other countries, on all employees, representatives or agents hired who have access to any Protected Information.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to customer data, [PARTY B] will conduct, or has conducted, background checks on all employees, representatives or agents to ensure such employees:

have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded;

have not been convicted of any felony;

have not been terminated from employment by any employer or contractor for theft, misappropriation of property, or any other potentially illegal or unethical acts; and

are eligible to work within the United States pursuant to The Immigration Reform and Control Act of 1986;

[PARTY B] agrees not to use any employee or potential employee failing to meet the above criteria to provide services under this agreement. Any breach of this [PARTY B]'s background check obligations will give [PARTY A] the right to terminate this Agreement immediately.

Credit Checks. [PARTY B] shall conduct, or has conducted, credit checks, in keeping with the Fair Credit Reporting Act and the Fair and Accurate Credit Transactions Act or equivalent in other countries, on all employees, representatives or agents hired who have access to any client information.

 [PARTY B] Personnel

Skilled Personnel. [PARTY B] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Work according to standards and service levels required under this agreement.

Security Training. [PARTY B] Personnel will, upon hiring, and at least annually thereafter, participate in security awareness training. This training will cover, at a minimum, [PARTY B]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Background Checks. Prior to assigning any of its Personnel to positions in which they will, or [PARTY B] reasonably expects them to, have access to Customer Data, [PARTY B] will conduct or verify background checks on such Personnel, except where expressly prohibited by law. For the purposes of this agreement, “Personnel” means [PARTY B]’s employees, independent contractors, and subcontractors.

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Warranty

Professional Skills. [PARTY B] represents and warrants that it possesses the special skill and professional competence, expertise and experience to undertake the obligations imposed by this agreement.

Performance. [PARTY B] agrees to perform in a diligent, efficient, competent and skillful manner commensurate with the highest standards of the profession, and to devote such time as is necessary to perform the services required under this agreement.

Intellectual Property

Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.

Jointly Developed Intellectual Property. In the event that the parties jointly develop Intellectual Property, the parties shall engage in good faith negotiations to establish their respective rights. In the event the parties cannot reach an agreement with regard to such jointly developed property, each party will have equal ownership and rights in such intellectual property, without further obligation and without a duty to account to the other party.

Intellectual Property. Except for rights expressly granted under this agreement,

nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party, and

each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

Intellectual Property. Each party will retain exclusive interest in and ownership of its Intellectual Property existing prior to this agreement or developed outside the scope of this agreement.

Intellectual Property. Nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party.

No Partnership

No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Independent Contractor Status

Status. [PARTY B] is an independent contractor, and nothing in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. [PARTY B] has no authority to, and will not, act as agent for or on behalf of [PARTY A] or represent or bind [PARTY A] in any manner.

No Benefits. [PARTY B] will not be entitled to any of the benefits afforded to [PARTY A]'s employees.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Data Security

Use Only for the Purpose. [PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of Protected Information.

Network Security. [PARTY B] shall maintain network security conforming to generally recognized industry standards and the network security practices it uses for its own internal network, including at a minimum, 

network firewall provisioning,

intrusion detection, and

vulnerability assessments conducted at least three times each calendar year by independent third party assessors.

Data Security. [PARTY B] shall protect the integrity, and accessibility of the Protected Information using administrative, technical, and physical measures conforming to generally recognized industry standards and the best practices the [PARTY B] applies to its own data and processing environment, including at a minimum,

password protection systems, 

timely application of patches, and

fixes and updates to operating systems.

Data Storage

Designated Target Servers. [PARTY B] shall store, process, and maintain all the Protected Information only on designated target servers.

Portable or Laptop Storage. [PARTY B] will not store, process, or maintain any of the Protected Information on, or transfer any Protected Information to, any portable or laptop computing device or portable storage medium, unless that device or storage medium is part of [PARTY B]'s designated backup and recovery processes and encrypted according to paragraph [DATA ENCRYPTION].

Data Transmission[PARTY B] shall ensure that all electronic transmission or exchange of system and application data with the disclosing party and with any third parties designated by the [PARTY B] takes place using secure means, including using HTTPS, SFTP, or an equivalent.

Data Encryption

Backup Data. [PARTY B] shall use commercially supported encryption solutions to encrypt all of the Protected Information, as part of [PARTY B]s designated backup and recovery processes.

PII on Portable Devices. [PARTY B] shall use commercially supported encryption solutions to encrypt all personally identifiable information, as defined under current legislation, that is stored on portable or laptop computing devices or portable storage mediums.

Encryption Standards. [PARTY B] shall use encryption solutions with at least a 128-bit key length for symmetric encryption, and at least a 1024-bit key length for asymmetric encryption.

Confidentiality Obligations. [PARTY B] shall treat the Protected Information as Confidential Information subject to the confidentiality obligations under section [CONFIDENTIALITY OBLIGATIONS].

Limits on Data Distribution. Unless [PARTY A] gives its written consent, [PARTY B] will not distribute, repurpose, or share Protected Information to or with any third parties, or to or with the receiving party's applications, environments, or business units that are outside the scope of this agreement.

Notification of Security Breaches 

Compliance with Notification Laws. [PARTY B] shall comply with all applicable Laws regarding the notification of individuals in the event of unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.

Procedure After Unauthorized Disclosure. Within 24 hours of discovering any breach of [PARTY B]'s security obligations or of any other event requiring notification under applicable Law, [PARTY B] shall notify [PARTY A], and any other individuals Law requires to be notified, of the breach or other event by telephone and e-mail.

Indemnification Related to Unauthorized Disclosure. [PARTY B] shall indemnify and defend [PARTY A] and its Representatives, against any losses arising out of claims related to any unauthorized disclosure or other events requiring notification under applicable Law.

Handling of Data on End of Agreement. Within 30 days after the expiration or termination of this agreement, [PARTY B] shall

erase, destroy, or otherwise render unrecoverable all Protected Information, and

give [PARTY A] written certification that the Protected Information is erased, destroyed, or otherwise unrecoverable.

Audits

Right to Audit on Notice. On 10 Business Days' written notice to [PARTY B], [PARTY A] may, or may appoint an audit firm (the "Auditors") to, audit [PARTY B], and the [PARTY B]'s sub-vendors or Affiliates that provide a service for the processing, transport, or storage of the Protected Information, for compliance with the data security obligations under this section.

Scope of Audit. [PARTY A] shall include in its notice of an upcoming audit the scope, date, and time of the audit, and any deliverables the disclosing party reasonably requests for the audit.

Onsite Audit 

Need for Onsite Audit. If the deliverables [PARTY A] requests cannot reasonably be removed from [PARTY B]'s premises,[PARTY B] shall provide [PARTY A] or the Auditors access to [PARTY B]'s premises, and if necessary, a personal site guide for [PARTY A] or the Auditors while on [PARTY B]'s premises.

Audit Accommodations. If an onsite audit is necessary, [PARTY B] shall provide [PARTY A] or the Auditors with private accommodation on [PARTY B]'s premises for data analysis and meetings, including a reasonable workspace, appropriate lighting, electrical, printer, and internet connectivity.

Access to Employees. [PARTY B] shall make designated employees or contractors available for interviews in person or over the phone during the time frame specified for the audit.

Receiving Party Self-Audit. In lieu of [PARTY B] or the Auditors performing the audit, if [PARTY B] has an external audit firm that performs a certified Type II SAS 70 review, [PARTY A] may

review the controls tested and the results of the audit by [PARTY B]'s audit firm, and

request additional controls to be added to the audit by [PARTY B]'s audit firm, to test the controls that have an impact on the Protected Information.

Audit Expenses. [PARTY A] shall bear all expenses in connection with audits, unless an audit reveals material noncompliance with contract specifications, in which case [PARTY B] shall bear the expenses.

Industry Standards. For the purpose of this section [DATA SECURITY], generally recognized industry standards include the current standards and benchmarks listed and maintained by the

Center for Internet Security (available at http://www.cisecurity.org),

Payment Card Industry/Data Security Standards (PCI/DSS) (available at http://www.pcisecuritystandards.org/),

National Institute for Standards and Technology (available at http://csrc.nist.gov),

Federal Information Security Management Act (FISMA) (available at http://csrc.nist.gov),

ISO/IEC 27000-series (available at http://www.iso27001security.com/), and

Organization for the Advancement of Structured Information Standards (OASIS) (available at http://www.oasis-open.org/).

Data Security

Data Protection. [PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of Protected Information.

Network Security. [PARTY B] shall maintain network security conforming to generally recognized industry standards and the network security practices it uses for its own internal network, including at a minimum, 

network firewall provisioning,

intrusion detection, and

vulnerability assessments conducted at least three times each calendar year by independent third party assessors.

Data Security. [PARTY B] shall protect the integrity, and accessibility of the Protected Information using administrative, technical, and physical measures conforming to generally recognized industry standards and the best practices the [PARTY B] applies to its own data and processing environment, including at a minimum,

password protection systems, 

timely application of patches, and

fixes and updates to operating systems.

Data Storage

Designated Target Servers. [PARTY B] shall store, process, and maintain all the Protected Information only on designated target servers.

Portable or Laptop Storage. [PARTY B] will not store, process, or maintain any of the Protected Information on, or transfer any Protected Information to, any portable or laptop computing device or portable storage medium, unless that device or storage medium is part of [PARTY B]'s designated backup and recovery processes and encrypted according to paragraph [DATA ENCRYPTION].

Data Transmission[PARTY B] shall ensure that all electronic transmission or exchange of system and application data with the disclosing party and with any third parties designated by the [PARTY B] takes place using secure means, including using HTTPS, SFTP, or an equivalent.

Data Encryption

Backup Data. [PARTY B] shall use commercially supported encryption solutions to encrypt all of the Protected Information, as part of [PARTY B]s designated backup and recovery processes.

PII on Portable Devices. [PARTY B] shall use commercially supported encryption solutions to encrypt all personally identifiable information, as defined under current legislation, that is stored on portable or laptop computing devices or portable storage mediums.

Encryption Standards. [PARTY B] shall use encryption solutions with at least a 128-bit key length for symmetric encryption, and at least a 1024-bit key length for asymmetric encryption.

Confidentiality Obligations. [PARTY B] shall treat the Protected Information as Confidential Information subject to the confidentiality obligations under section [CONFIDENTIALITY OBLIGATIONS].

Handling of Data on End of Agreement. Within 30 days after the expiration or termination of this agreement, [PARTY B] shall

erase, destroy, or otherwise render unrecoverable all Protected Information, and

give [PARTY A] written certification that the Protected Information is erased, destroyed, or otherwise unrecoverable.

Data Security[PARTY B] shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 

Data Security. [PARTY B] shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party's Data.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Insurance

Mutual Insurance. Each party shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement or required by Law, whichever is less.

Proof of Insurance. On the other party's request, each party shall deliver to the other party a certificate or other proof of its insurance, describing the amount and coverage of its insurance.

Notice of Material Change. If there is any material change to either party's insurance, that party shall promptly notify the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses to the extent [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

arising from [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses to the extent [PARTY A] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying the[PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s work on the [DELIVERABLE].

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's

breach of its obligations, representations, warranties, or covenants under this agreement, or

willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

General Provisions

 Entire Agreement. This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights. 

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]