Service provision agreement

Service provision agreement

Preamble

This Service Provision Agreement (this "Agreement") is entered into on this [DATE] (the "Effective Date"), by and between [Party B], a [STATE/COUNTRY] [ENTITY TYPE] (the "Company"), and [Party A], a [STATE/COUNTRY] [ENTITY TYPE] (the "Vendor").

Background The Company seeks to engage the Vendor to provide certain consulting services as detailed in this Agreement.  Both the Company and the Vendor desire to establish a clear understanding of their respective roles, responsibilities, and intentions through this Agreement.  This Agreement outlines the specific Services that the Vendor will provide to the Company, including the scope, deliverables, and performance standards.

1.             Definitions and Interpretation1.1 Defined TermsFor purposes of this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, "control" means the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" means this Service Provision Agreement, including all schedules, exhibits, and amendments attached hereto.

"Applicable Law" means any law, statute, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement, or other requirement of any governmental authority having jurisdiction over the relevant matter.

"Background IP" means any Intellectual Property owned by or licensed to the Vendor prior to the Effective Date or independently developed by the Vendor outside the scope of this Agreement.

"Business Day" means any day other than a Saturday, Sunday, or legal holiday in the jurisdiction where the Vendor's principal place of business is located.

"Change Request" means a formal proposal for a change to the Services, Deliverables, or any other aspect of this Agreement, submitted in accordance with the Change Management procedures outlined herein.

"Commercially Reasonable Efforts" means the efforts that a prudent person desirous of achieving a result would use to accomplish that result as expeditiously as possible, provided that such person is at all times acting in good faith.

"Company" means [Party A], the recipient of the Services under this Agreement. "Compliance Laws" means all Applicable Laws, regulations, and standards relating to data protection, privacy, information security, and any other legal or regulatory requirements relevant to the Services provided under this Agreement.

"Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Data Protection Laws" means all Applicable Laws relating to the protection, processing, and privacy of Personal Data, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

"Deliverables" means all tangible and intangible materials, reports, documents, software, and other work products created or developed by the Vendor in the course of providing the Services under this Agreement.

"Disaster Recovery Plan" means the Vendor's documented plan for recovering and restoring its IT infrastructure and data in the event of a disaster or significant disruption. "Disclosing Party" has the meaning set forth in the definition of "Confidential Information." "Dispute" means any controversy, claim, or disagreement arising out of or relating to this Agreement, or the breach thereof.

"Effective Date" means the date on which this Agreement comes into effect, as specified in the Preamble.

"Fees" means the amounts payable by the Company to the Vendor for the provision of the Services, as set forth in Section 5.

"Force Majeure Event" means an event or circumstance beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental regulations, fire, flood, or other natural disasters. "Indemnified Party" means the Party entitled to indemnification under Section 13 of this Agreement.

"Indemnifying Party" means the Party obligated to provide indemnification under Section 13 of this Agreement.

"Intellectual Property" means all intellectual property rights, including patents, trademarks, copyrights, trade secrets, and other proprietary rights, whether registered or unregistered.

"Key Personnel" means the individuals identified in a Statement of Work as being essential to the provision of the Services.

"Material Breach" means a breach by either Party of any of its material obligations under this Agreement, which breach is not cured within thirty (30) days after written notice thereof is given by the non-breaching Party to the breaching Party.

"Performance Metrics" means the specific, measurable indicators used to assess the Vendor's performance of the Services, as defined in a Statement of Work.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Receiving Party" has the meaning set forth in the definition of "Confidential Information."

"Regulatory Requirements" means all Applicable Laws, regulations, and industry standards applicable to the Company's business and operations.

"Representatives" means a Party's employees, officers, directors, consultants, agents, and legal advisors.

"Security Breach" means any unauthorized access to, acquisition, use, or disclosure of Personal Data or Confidential Information.

"Service Credits" means the credits applied to the Service Fees as a remedy for the Vendor's failure to meet specified Service Levels, as detailed in a Statement of Work. "Service Fees" means the fees payable by the Company to the Vendor for the Services, as specified in a Statement of Work.

"Service Levels" means the standards and metrics by which the Vendor's performance of the Services will be measured, as defined in a Statement of Work.

"Services" means the consulting services to be provided by the Vendor to the Company, as described in Section 2 and further detailed in the Statements of Work.

"Statement of Work" means a written document agreed upon by the Parties that describes the specific Services to be performed, the Deliverables to be provided, the Service Levels to be met, and the Fees to be paid for a particular project or engagement under this Agreement. "Subcontractor" means any third party engaged by the Vendor to perform any portion of the Services under this Agreement.

"Term" means the duration of this Agreement, as specified in Section 4.

"Termination Date" means the date on which this Agreement terminates, as specified in a Termination Notice or as otherwise determined in accordance with Section 4.

"Termination Notice" means a written notice of termination delivered by one Party to the other Party in accordance with Section 4.

"Third Party" means any person or entity other than the Company, the Vendor, or their respective Affiliates.

"Vendor" means [Party B], the provider of the Services under this Agreement.

"Work Product" means all inventions, discoveries, improvements, and other Intellectual Property created or developed by the Vendor, either alone or jointly with others, in the course of providing the Services under this Agreement, excluding the Background IP.

1.2 Interpretation Principles

The following principles of interpretation shall apply to this Agreement: (a) The headings in this Agreement are for convenience only and shall not affect its interpretation. (b) Words importing the singular include the plural and vice versa. (c) References to "including" shall be construed as "including without limitation." (d) All references to Sections, Schedules, Exhibits, and Appendices are to the corresponding provisions of this Agreement. (e) The words "shall" and "will" are mandatory, and the word "may" is permissive. (f) Any reference to a statute or regulation shall be construed as a reference to that statute or regulation as amended, consolidated, re-enacted, or replaced from time to time. (g) If there is any conflict between the provisions of this Agreement and any Statement of Work, the provisions of the Agreement shall prevail unless the Statement of Work expressly states that it is intended to override a specific provision of this Agreement. (h) This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and without strict construction against either Party. 1.3 Headings and References The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references to sections, schedules, exhibits, and appendices are to the corresponding sections, schedules, exhibits, and appendices in or attached to this Agreement, unless otherwise stated.

2. Scope of Services

2.1 Description of Services

The Vendor will provide the services as detailed in each Statement of Work executed under this Agreement. These Services may include, but are not limited to, consulting, analysis, design, development, implementation, training, and support related to the Company's business operations. The Vendor shall ensure that all Services are performed with the highest degree of professionalism and in accordance with industry best practices. The Vendor will assign qualified personnel to perform the Services, ensuring that they possess the necessary skills and experience.

2.2 Service Specifications

Each Statement of Work will contain detailed specifications for the Services, including performance criteria, deliverables, timelines, and acceptance criteria. The Vendor shall adhere strictly to these specifications. Any deviation from the agreed-upon specifications must be approved in writing by the Company. The Vendor warrants that the Services will conform to the specifications outlined in the applicable Statement of Work and will be free from defects in workmanship. The Vendor shall use Commercially Reasonable Efforts to meet or exceed the specified performance criteria.

2.3 Modifications to Scope

The Company may request modifications to the scope of Services by submitting a Change Request to the Vendor. The Vendor will evaluate the Change Request and provide the Company with a written estimate of the impact on Fees, timelines, and resources. The Vendor is entitled to reasonable compensation for the time spent evaluating the Change Request, even if the change is not ultimately implemented. The Company will review the Vendor's estimate and notify the Vendor of its decision to proceed with the change. No change to the scope of Services will be effective unless agreed upon in writing by both the Company and the Vendor.

2.4 Excluded Services

Unless expressly stated otherwise in a Statement of Work, the Services do not include: (a) services related to products or systems not provided or approved by the Vendor; (b) services required due to the Company's failure to follow the Vendor's instructions; (c) services required due to modifications made by the Company or a Third Party without the Vendor's prior written consent; and (d) services related to issues caused by Force Majeure Events. The Vendor reserves the right to charge additional Fees for any services requested by the Company that fall outside the scope of the Services as defined in this Agreement and the applicable Statement of Work. The Vendor will notify the Company in advance if any requested services are considered Excluded Services and will provide a separate estimate for such services.

3. Service Standards and Performance

3.1 Service Levels

The Vendor shall provide the Services in accordance with the Service Levels set forth in Schedule A, which outlines specific performance metrics and targets. The Vendor acknowledges that consistent failure to meet the Service Levels may result in Service Credits as detailed in Schedule A. The Vendor shall use Commercially Reasonable Efforts to maintain and exceed the Service Levels to ensure the Company's satisfaction. The Vendor shall promptly notify the Company of any anticipated or actual failure to meet the Service Levels. The Vendor shall regularly review and update the Service Levels in consultation with the Company to reflect changing business needs and technological advancements. The Vendor shall implement necessary measures to prevent recurrence of any Service Level failures.

3.2 Key Performance Indicators

The Key Performance Indicators ("KPIs") for the Services are outlined in Schedule B and are designed to measure the Vendor's performance in critical areas. The Vendor shall monitor and report on the KPIs as specified in Section

 3.3. The Company and the Vendor shall periodically review the KPIs to ensure they remain relevant and aligned with the Company's objectives. The Vendor shall provide the Company with access to the data and systems necessary to verify the accuracy of the KPI reports. The Vendor shall take corrective action if any KPI falls below the agreed-upon threshold. The Vendor shall strive to continuously improve the KPIs to enhance the overall quality of the Services. 3.3 Reporting Requirements The Vendor shall provide the Company with regular reports on the performance of the Services, including detailed information on Service Level achievements and KPI results. The reports shall be submitted on a [Frequency] basis, as specified in Schedule C, and shall include a summary of performance, any issues encountered, and corrective actions taken. The Vendor shall use a mutually agreed-upon format for the reports to ensure consistency and clarity. The Company shall have the right to request additional reports or information as needed to assess the Vendor's performance. The Vendor shall maintain accurate records of all Service-related activities and make them available to the Company for audit purposes. The Vendor shall promptly respond to any inquiries from the Company regarding the reports or the performance of the Services.

3.4 Continuous Improvement

The Vendor shall actively seek opportunities to improve the quality and efficiency of the Services through a process of continuous improvement. The Vendor shall regularly review its processes and procedures to identify areas for enhancement. The Vendor shall implement changes and improvements in a timely and effective manner. The Vendor shall solicit feedback from the Company and incorporate it into its improvement efforts. The Vendor shall track the results of its improvement initiatives and report them to the Company. The Vendor shall invest in training and development to ensure its personnel have the skills and knowledge necessary to support continuous improvement. The Vendor shall work collaboratively with the Company to identify and implement innovative solutions to enhance the Services.

4. Term and Termination4.1 Commencement DateThe Term of this Agreement shall commence on the Effective Date.4.2 Initial TermThe initial term of this Agreement shall be for a period of ten (10) years from the Effective Date (the "Initial Term"), unless earlier terminated as provided herein.

4.3 Renewal Terms Following the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term"), unless either party provides written notice to the other party of its intention not to renew at least ninety (90) days prior to the expiration of the then-current term. The Initial Term, together with any Renewal Terms, shall constitute the "Term."

4.4 Termination for Convenience The Company may terminate this Agreement for convenience at any time by providing the Vendor with at least one hundred and twenty (120) days' prior written Termination Notice. Upon such termination, the Company shall pay the Vendor for all Services satisfactorily performed and all reasonable expenses incurred up to the Termination Date.

4.5 Termination for Cause

4.5.1 By the Company: The Company may terminate this Agreement for cause if the Vendor commits a Material Breach of this Agreement. Such termination shall be effective thirty (30) days after the Company provides written Termination Notice to the Vendor, specifying the nature of the breach, unless the Vendor cures such breach within the thirty (30) day period. Material Breaches include, but are not limited to: (a) Failure to perform the Services in accordance with the Service Levels; (b) Violation of Confidential Information obligations; (c) Failure to comply with Applicable Laws; (d) Any act of fraud, dishonesty, or gross negligence.

4.5.2 By the Vendor: The Vendor may terminate this Agreement for cause if the Company fails to pay any undisputed Fees within sixty (60) days of the due date, provided that the Vendor has given the Company written notice of such non-payment and the Company has failed to cure such non-payment within thirty (30) days of receipt of such notice.

4.6 Effect of Termination

4.6.1 Upon termination of this Agreement for any reason: (a) The Vendor shall immediately cease providing the Services; (b) The Company shall pay the Vendor all Fees due for Services satisfactorily performed up to the Termination Date; (c) Each party shall return or, at the other party’s option, destroy all Confidential Information of the other party; (d) The Vendor shall provide all reasonable assistance to the Company to facilitate the orderly transfer of the Services to another provider, as detailed in Section 4.7.

4.6.2 Termination of this Agreement shall not relieve either party of any obligations or liabilities that accrued prior to the Termination Date.

4.7 Transition Assistance

4.7.1 In the event of termination of this Agreement, the Vendor shall provide reasonable transition assistance to the Company or its designee to ensure a smooth transfer of the Services. Such assistance shall include: (a) Providing access to all relevant documentation, data, and information; (b) Cooperating with the Company and any new service provider to facilitate the transfer of knowledge and expertise; (c) Continuing to perform the Services for a period of up to thirty (30) days following the Termination Date, if requested by the Company, at a rate not to exceed the Fees in effect prior to termination.

4.7.2 The Company shall pay the Vendor for all reasonable costs and expenses incurred by the Vendor in providing transition assistance.

5. Fees and Payment Terms5.1 Fee Structure

The Company shall pay the Vendor the Fees as set forth in Exhibit A for the Services rendered under this Agreement. The Fees shall be calculated based on the hourly rates, fixed prices, or other payment terms specified in Exhibit A. The Vendor shall maintain accurate records of time spent and expenses incurred in the performance of the Services, and shall provide such records to the Company upon request. The Vendor reserves the right to adjust the Fees upon thirty (30) days' prior written notice to the Company, provided that such adjustments shall not exceed five percent (5%) per annum, unless otherwise agreed in writing by both parties. Any increase exceeding this threshold shall be subject to the Company's prior written approval. The Vendor shall provide a detailed justification for any proposed fee increase, including supporting documentation as reasonably requested by the Company.

5.2 Invoicing Procedures

The Vendor shall submit invoices to the Company on a monthly basis, unless otherwise agreed in writing. Each invoice shall include a detailed breakdown of the Services performed, the hours worked, the applicable rates, and any expenses incurred. The invoice shall also include the invoice number, the date of issuance, the Company's purchase order number (if applicable), and the Vendor's contact information. The Vendor shall submit invoices electronically to the email address designated by the Company. The Company reserves the right to reject any invoice that does not comply with the requirements of this Section 5.2 or that contains errors or omissions. In the event of a rejected invoice, the Vendor shall promptly correct and resubmit the invoice for payment.

5.3 Payment Terms

The Company shall pay all undisputed invoices within thirty (30) Business Days of receipt. Payments shall be made via electronic funds transfer to the bank account designated by the Vendor in writing. In the event that the Company fails to pay an undisputed invoice within the specified timeframe, the Vendor shall have the right to charge interest on the outstanding balance at a rate of one percent (1%) per month, or the highest rate permitted by Applicable Law, whichever is lower. The Company shall not be entitled to set off or deduct any amounts from the Fees owed to the Vendor without the Vendor's prior written consent. The Vendor may suspend performance of the Services if the Company fails to make timely payments, provided that the Vendor provides the Company with written notice of such suspension and a reasonable opportunity to cure the payment default.

5.4 Taxes and Withholdings

All Fees are exclusive of any applicable taxes, including but not limited to sales tax, value-added tax (VAT), and withholding tax. The Company shall be responsible for the payment of all such taxes, unless otherwise required by Applicable Law. If the Company is required to withhold any taxes from the Fees, the Company shall provide the Vendor with documentation evidencing such withholding. The Vendor shall cooperate with the Company in providing any information or documentation necessary to comply with applicable tax laws and regulations. The Vendor shall indemnify and hold harmless the Company from any claims, liabilities, or expenses arising from the Vendor's failure to comply with applicable tax laws.

5.5 Expenses and Reimbursements

The Company shall reimburse the Vendor for all reasonable and pre-approved expenses incurred in connection with the performance of the Services, including but not limited to travel, lodging, meals, and other out-of-pocket expenses. All expenses must be supported by receipts or other documentation reasonably acceptable to the Company. The Vendor shall submit expense reports to the Company on a monthly basis, along with the corresponding invoices. The Company shall review and approve expense reports within ten (10) Business Days of receipt. The Company shall not be responsible for reimbursing the Vendor for any expenses that are not pre-approved or that exceed the Company's expense reimbursement policies. The Vendor shall adhere to the Company's travel and expense policies, as provided to the Vendor from time to time.

5.6 Disputed Invoices

In the event that the Company disputes any portion of an invoice, the Company shall notify the Vendor in writing within ten (10) Business Days of receipt of the invoice, specifying the reasons for the dispute and the amount in dispute. The Company shall pay the undisputed portion of the invoice in accordance with the payment terms set forth in Section 5.3. The Vendor and the Company shall use Commercially Reasonable Efforts to resolve the dispute in good faith. If the parties are unable to resolve the dispute within thirty (30) days of the date of the dispute notice, either party may pursue any available legal or equitable remedies. The Vendor shall continue to provide the Services during the pendency of any invoice dispute, unless the Company fails to pay the undisputed portion of the invoice.

6. Obligations of Vendor6.1 Cooperation and Access

Vendor shall cooperate fully with the Company and its Representatives in the performance of the Services. This includes providing access to its personnel, resources, and information as reasonably required for the Company to oversee and evaluate the Services. Vendor shall ensure that its personnel are available to attend meetings and provide updates as reasonably requested by the Company. Vendor acknowledges that the Company's ability to effectively manage the project and ensure its success depends on the Vendor's cooperation and responsiveness. Vendor shall promptly address any concerns or issues raised by the Company regarding the Services. Vendor shall also provide the Company with access to its facilities and equipment as necessary for the Company to fulfill its obligations under this Agreement, subject to reasonable security measures and confidentiality obligations.

6.2 Provision of Information

Vendor shall provide the Company with all information reasonably requested by the Company in connection with the Services, including but not limited to, progress reports, performance data, and documentation. Vendor shall ensure that all information provided to the Company is accurate, complete, and up-to-date. Vendor shall promptly notify the Company of any changes or updates to the information provided. Vendor acknowledges that the Company relies on the information provided by the Vendor to make informed decisions regarding the Services. Vendor shall maintain records of all information provided to the Company and shall make such records available for inspection by the Company upon reasonable notice. Vendor shall also provide the Company with access to its systems and databases as necessary for the Company to verify the accuracy and completeness of the information provided, subject to reasonable security measures and confidentiality obligations.

6.3 Timely Decisions

Vendor acknowledges that the Company's ability to make timely decisions is critical to the successful performance of the Services. Vendor shall promptly provide the Company with all information and recommendations necessary for the Company to make informed decisions. Vendor shall also respond to the Company's inquiries and requests for clarification in a timely manner. Vendor shall escalate any issues or concerns that may delay the Company's decision-making process to the appropriate level of management within the Vendor's organization. Vendor shall also provide the Company with reasonable notice of any upcoming deadlines or milestones that require the Company's input or approval. Vendor shall use Commercially Reasonable Efforts to accommodate the Company's decision-making timeline, taking into account the Company's internal processes and procedures.

6.4 Compliance with Laws

Vendor shall comply with all Applicable Laws and Regulatory Requirements in connection with the performance of the Services. This includes but is not limited to, laws and regulations relating to data protection, privacy, security, and anti-corruption. Vendor shall obtain and maintain all necessary licenses, permits, and approvals required to perform the Services. Vendor shall also ensure that its personnel are aware of and comply with all Applicable Laws and Regulatory Requirements. Vendor shall promptly notify the Company of any violations or suspected violations of Applicable Laws or Regulatory Requirements. Vendor shall also cooperate with the Company in any investigations or audits relating to compliance with Applicable Laws and Regulatory Requirements. Vendor shall indemnify and hold harmless the Company from and against any and all claims, losses, damages, liabilities, and expenses arising out of or relating to Vendor's failure to comply with Applicable Laws and Regulatory Requirements.

7. Obligations of Party B7.1 Performance of Services

The Vendor shall perform the Services in accordance with the terms and conditions of this Agreement and any applicable Statement of Work. The Vendor shall ensure that the Services are performed with Commercially Reasonable Efforts, using qualified and experienced personnel. The Vendor shall be responsible for the proper supervision and control of its Representatives and Subcontractors in the performance of the Services. The Vendor shall comply with all reasonable requests and directions of the Company in connection with the performance of the Services, provided such requests and directions do not materially alter the scope of the Services or the Vendor's obligations under this Agreement. The Vendor shall maintain accurate and complete records of all Services performed and shall provide such records to the Company upon request.

7.2 Personnel and Subcontractors

The Vendor shall assign qualified Key Personnel to perform the Services, as specified in the applicable Statement of Work. The Vendor shall not remove or replace any Key Personnel without the prior written consent of the Company, except in cases of resignation or termination of employment. The Vendor shall be responsible for the acts and omissions of its Subcontractors as if they were its own. The Vendor shall ensure that all Subcontractors are bound by obligations of confidentiality and data protection that are no less protective than those contained in this Agreement. The Company shall have the right to approve or reject any proposed Subcontractor, and the Vendor shall not use any Subcontractor that has not been approved by the Company. The Vendor shall provide the Company with a list of all Subcontractors used in connection with the Services, upon request.

7.3 Compliance with Laws and Regulations

The Vendor shall comply with all Applicable Laws and Regulatory Requirements in the performance of the Services. The Vendor shall obtain and maintain all necessary licenses, permits, and approvals required to perform the Services. The Vendor shall not engage in any activity that would cause the Company to be in violation of any Applicable Laws or Regulatory Requirements. The Vendor shall promptly notify the Company of any actual or potential violation of Applicable Laws or Regulatory Requirements in connection with the Services. The Vendor shall implement and maintain policies and procedures to ensure compliance with all Applicable Laws and Regulatory Requirements, including those related to data protection, anti-bribery, and anti-corruption.

7.4 Security and Confidentiality

The Vendor shall maintain the security and confidentiality of all Confidential Information of the Company. The Vendor shall implement and maintain appropriate technical and organizational measures to protect Confidential Information from unauthorized access, use, or disclosure. The Vendor shall ensure that its Representatives and Subcontractors are aware of and comply with the confidentiality obligations under this Agreement. The Vendor shall promptly notify the Company of any Security Breach or suspected Security Breach involving Confidential Information. The Vendor shall cooperate with the Company in investigating and remediating any Security Breach. The Vendor shall comply with the Company's security policies and procedures, as communicated to the Vendor from time to time. The Vendor shall ensure that all Personal Data is processed in accordance with Applicable Laws and Data Protection Laws.

8. Change Management8.1 Change Request ProcedureThe Company may, from time to time, request changes to the Services by submitting a written Change Request to the Vendor. Each Change Request shall include a detailed description of the proposed change, the reason for the change, and any anticipated impact on the Deliverables, Service Levels, Fees, or Term. The Vendor shall acknowledge receipt of the Change Request within two (2) Business Days. The Vendor is not obligated to commence work on any proposed change until a Change Request has been mutually agreed upon in writing by both Parties. The Vendor shall maintain a log of all Change Requests, including the date of submission, a summary of the request, and the current status.

8.2 Evaluation of Changes

Upon receipt of a Change Request, the Vendor shall evaluate the feasibility, impact, and cost of the proposed change. The Vendor shall provide the Company with a written estimate of the impact of the Change Request on the Services, Deliverables, Fees, and Timelines within five (5) Business Days of receipt of the Change Request. This estimate shall include a detailed breakdown of any additional Fees, an extension of the Timelines, or modifications to the Service Levels that may result from the proposed change. The Company shall review the Vendor’s estimate and notify the Vendor of its acceptance or rejection of the proposed change within three (3) Business Days of receipt of the estimate. Failure to respond within this timeframe shall be deemed a rejection of the Change Request.

8.3 Implementation of Changes

If the Company approves the Change Request and the associated estimate, the Parties shall execute a written amendment to this Agreement, which shall specifically describe the changes to the Services, Deliverables, Fees, and Timelines. The Vendor shall not implement any changes to the Services until such amendment has been executed by both Parties. The Vendor shall use Commercially Reasonable Efforts to implement the changes in accordance with the agreed-upon Timelines and Service Levels. The Vendor shall provide regular updates to the Company on the progress of the implementation of the changes. 8.4 Impact on Fees and Timelines The implementation of any Change Request may result in an adjustment to the Fees and Timelines as set forth in this Agreement. Any increase in Fees shall be subject to the Company’s prior written approval. The Vendor shall be entitled to reimbursement for any reasonable expenses incurred in connection with the evaluation and implementation of a Change Request, provided that such expenses have been pre-approved by the Company in writing. The Vendor shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by the Company’s failure to approve a Change Request in a timely manner.

9. Confidentiality9.1 Confidential InformationConfidential Information includes any non-public, proprietary, or confidential information disclosed by either the Disclosing Party to the Receiving Party, whether disclosed orally or disclosed or accessed in written, electronic, or other form, including but not limited to: information relating to the Disclosing Party’s technology, software, business plans, financial information, customer lists, and other sensitive business information. Information is Confidential Information regardless of whether it is specifically marked or identified as such. The Services, Deliverables, and all Work Product are Confidential Information of the Vendor.

9.2 Obligations of Confidentiality

The Receiving Party must: protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature, but no less than Commercially Reasonable Efforts; not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to those of its Representatives who need to know such information for purposes related to this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party is responsible for any breach of this Section 9.2 by its Representatives.

9.3 Exceptions

The obligations in Section 9.2 do not apply to information that the Receiving Party can demonstrate: was already known to it without restriction before receipt from the Disclosing Party; is or becomes publicly available without violation of this Agreement; is rightfully received from a Third Party without restriction; or was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. A Receiving Party may disclose Confidential Information if the disclosure is required by Applicable Law, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permissible) of the requirement before disclosure and reasonable assistance, at the Disclosing Party’s expense, in resisting or limiting the disclosure.

9.4 Duration of Confidentiality The obligations of confidentiality under this Agreement survive termination of this Agreement for a period of five (5) years from the Termination Date. The obligation to protect trade secrets, however, will continue for as long as the information qualifies as a trade secret under Applicable Law.

9.5 Remedies for Breach Given the unique nature of Confidential Information, the parties agree that any breach of this Section 9 may result in irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the necessity of posting a bond or other security. The Vendor will also be entitled to liquidated damages of [Number] if the Company breaches this section.

10. Data Protection and Security10.1 Data Handling RequirementsThe Vendor shall process Personal Data only to the extent necessary for performing the Services and in accordance with the documented instructions of the Company. The Vendor shall ensure that all personnel authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Vendor shall implement and maintain a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. The Vendor shall promptly inform the Company if, in its opinion, an instruction infringes Applicable Data Laws.

10.2 Data Security Measures

The Vendor shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, as appropriate, the pseudonymization and encryption of Personal Data; the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. The Vendor shall maintain a comprehensive Disaster Recovery Plan to ensure business continuity and data protection in the event of a disaster.

10.3 Data Breach Notification

The Vendor shall notify the Company without undue delay upon becoming aware of a Security Breach affecting Personal Data, providing the Company with sufficient information to allow the Company to meet any obligations to report or inform data subjects of the Security Breach under the Data Protection Laws. Such notification shall include, to the extent possible, the nature of the Security Breach, the categories and number of data subjects concerned, the categories and number of Personal Data records concerned, the name and contact details of the data protection officer or other contact point where more information can be obtained, and a description of the measures taken or proposed to be taken to address the Security Breach, including, where appropriate, measures to mitigate its possible adverse effects.

10.4 Data Retention and Deletion

The Vendor shall retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected, or as required by Applicable Law. Upon termination or expiration of this Agreement, the Vendor shall, at the choice of the Company, either return all Personal Data to the Company or securely delete or destroy all copies of Personal Data in its possession or control, unless required by Applicable Law to retain such Personal Data. The Vendor shall certify to the Company that it has complied with these data retention and deletion requirements.

10.5 Compliance with Applicable Data Laws

The Vendor shall comply with all Applicable Data Laws in the processing of Personal Data, including but not limited to laws relating to data privacy, data security, and data breach notification. The Vendor shall provide reasonable assistance to the Company in ensuring compliance with Data Protection Laws, including responding to requests from data subjects and cooperating with supervisory authorities. The Vendor shall maintain records of all processing activities carried out on behalf of the Company and make such records available to the Company upon request. The Vendor shall ensure that any Subcontractor engaged in the processing of Personal Data is bound by contractual obligations that are no less protective than those set out in this Section 10.

11. Intellectual Property

11.1 Ownership of Deliverables

The Vendor acknowledges and agrees that all Deliverables created, conceived, or reduced to practice by the Vendor, either alone or jointly with others, in connection with the Services performed under this Agreement, including all Intellectual Property rights therein, shall be the sole and exclusive property of the Company. The Vendor hereby irrevocably assigns, transfers, and conveys to the Company all of its right, title, and interest in and to the Deliverables and all Intellectual Property rights therein, including but not limited to patents, copyrights, trade secrets, trademarks, and any other proprietary rights. The Vendor agrees to execute all documents and take all actions reasonably requested by the Company to perfect, protect, or enforce the Company’s rights in the Deliverables.

11.2 Pre-Existing Intellectual Property The Vendor shall retain ownership of all Intellectual Property owned or controlled by the Vendor prior to the Effective Date or developed independently of this Agreement (the "Background IP"). However, to the extent that any Background IP is incorporated into or necessary for the use of the Deliverables, the Vendor hereby grants to the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and create derivative works of such Background IP solely for the purpose of utilizing the Deliverables. The Vendor warrants that it has the right to grant such license and that the use of the Background IP by the Company will not infringe upon the rights of any Third Party.

11.3 License Grants The Company grants to the Vendor a limited, non-exclusive, non-transferable license to use the Company’s Intellectual Property solely to the extent necessary for the Vendor to perform the Services under this Agreement. Any other use of the Company’s Intellectual Property by the Vendor is strictly prohibited. Upon termination of this Agreement, all rights granted to the Vendor under this Section shall immediately terminate, and the Vendor shall cease all use of the Company’s Intellectual Property.

11.4 Infringement Claims The Vendor shall promptly notify the Company of any actual or threatened claim that the Services or Deliverables infringe upon the Intellectual Property rights of any Third Party. The Company shall have the sole right to control the defense and settlement of any such claim. The Vendor shall cooperate fully with the Company in the defense of any such claim, including providing all necessary information and assistance. If the Services or Deliverables are found to be infringing, or if the Company believes that they are likely to be found infringing, the Vendor shall, at the Company’s option and expense, either (i) obtain for the Company the right to continue using the Services or Deliverables, (ii) modify the Services or Deliverables to make them non-infringing, or (iii) replace the Services or Deliverables with non-infringing substitutes. If none of the foregoing options is reasonably available, the Company may terminate this Agreement and receive a refund of any Fees paid for the infringing Services or Deliverables.

11.5 Use of Trademarks and Logos Neither party shall use the other party’s trademarks, service marks, logos, or trade names (collectively, "Trademarks") without the prior written consent of the other party. Any such use shall be in accordance with the other party’s Trademark usage guidelines. The Company may identify the Vendor as a provider of services to the Company, and the Vendor may identify the Company as a client, provided that such identification does not imply any endorsement or affiliation beyond the scope of this Agreement. All goodwill arising from the use of a party’s Trademarks by the other party shall inure to the benefit of the Trademark owner.

12. Representations and Warranties

12.1 Mutual Representations

Each party represents and warrants to the other that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents and warrants that the execution and delivery of this Agreement and the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party or by which it is bound, or any applicable law, rule, or regulation.

12.2 Party A’s Warranties Party A warrants that it will perform its obligations under this Agreement in a professional and workmanlike manner, consistent with industry standards and in accordance with the terms and conditions of this Agreement. Party A further warrants that it has the necessary skills, experience, and resources to perform the Services in accordance with the Service Levels. Party A warrants that the Services will be performed in compliance with all Applicable Laws and Regulatory Requirements.

12.3 Party B’s Warranties Party B warrants that it will cooperate with Party A in a timely and efficient manner and will provide Party A with all necessary information, access, and resources required to perform the Services. Party B warrants that it has the right to disclose the information it provides to Party A and that such information is accurate and complete in all material respects. Party B warrants that its systems and data provided to Party A will not infringe upon the Intellectual Property rights of any Third Party.

12.4 Disclaimer of Other Warranties Except as expressly provided in this Agreement, neither party makes any other warranties, express or implied, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. The Vendor does not warrant that the Services will be uninterrupted or error-free. All other warranties are hereby disclaimed to the fullest extent permitted by law. The Company acknowledges that it has not relied upon any representation or warranty made by the Vendor, or any other person on the Vendor’s behalf, except as specifically set forth in this Agreement.

13. Indemnification13.1 Indemnification by Party B The Vendor shall defend, indemnify, and hold harmless the Company, its Affiliates, and their respective Representatives (collectively, the "Indemnified Party") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any Third Party claims, actions, or demands (collectively, "Claims") to the extent such Claims are caused by: (a) any Material Breach of this Agreement by the Vendor; (b) the negligence, gross negligence, or willful misconduct of the Vendor or its Subcontractors in connection with the performance of the Services; (c) any violation of Applicable Law by the Vendor or its Subcontractors; or (d) any claim that the Services or Deliverables provided by the Vendor infringe upon or misappropriate any Intellectual Property rights of any Third Party. The Vendor's obligations under this Section 13.1 shall apply regardless of whether the Indemnified Party has contributed to the Claim through its own actions or omissions, except to the extent such Claim is directly caused by the gross negligence or willful misconduct of the Indemnified Party.

13.2 Indemnification by Party A The Company shall defend, indemnify, and hold harmless the Vendor, its Affiliates, and their respective Representatives from and against any and all Claims to the extent such Claims are caused by: (a) any Material Breach of this Agreement by the Company; (b) the negligence, gross negligence, or willful misconduct of the Company or its Representatives; (c) any violation of Applicable Law by the Company; or (d) the Company's use of the Deliverables in a manner not contemplated by this Agreement or in violation of any Applicable Law. The Company's obligations under this Section 13.2 shall apply regardless of whether the Indemnifying Party has contributed to the Claim through its own actions or omissions, except to the extent such Claim is directly caused by the gross negligence or willful misconduct of the Indemnifying Party.

13.3 Indemnification Procedures In the event that an Indemnified Party seeks indemnification under this Article 13, the Indemnified Party shall: (a) promptly notify the Indemnifying Party in writing of any Claim for which indemnification is sought; (b) provide the Indemnifying Party with all reasonable information and assistance in connection with the defense or settlement of the Claim; and (c) permit the Indemnifying Party to control the defense and settlement of the Claim, provided that the Indemnifying Party shall not settle any Claim without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, if such settlement would require the Indemnified Party to admit liability or pay any money. The Indemnified Party shall have the right to participate in the defense of any Claim with counsel of its own choosing at its own expense. If the Indemnifying Party fails to assume the defense of a Claim within a Commercially Reasonable Efforts period after receiving notice thereof, the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the expense of the Indemnifying Party.

13.4 Third Party Claims If a Claim is made against an Indemnified Party by a Third Party, the Indemnified Party shall not settle or compromise the Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to conduct the defense of any such Claim and to negotiate its settlement, subject to the Indemnified Party's right to participate in the defense at its own expense. The Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of the defense and settlement negotiations. In no event shall the Indemnifying Party be liable for any settlement or compromise made by the Indemnified Party without the Indemnifying Party's prior written consent. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any Claim and shall provide all necessary information and assistance.

14. Limitation of Liability14.1 Exclusion of Certain DamagesTo the fullest extent permitted by Applicable Law, in no event shall the Vendor be liable to the Company for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, use, goodwill, or other economic advantage, whether based on contract, tort (including negligence), strict liability, or any other legal theory, arising out of or in connection with this Agreement, the Services, or the Deliverables, even if the Vendor has been advised of the possibility of such damages. This exclusion applies, without limitation, to damages resulting from: (a) The use or inability to use the Services or Deliverables; (b) The cost of procurement of substitute services or deliverables; (c) Unauthorized access to or alteration of the Company’s data; (d) Statements or conduct of any Third Party; or (e) Any other matter relating to the Services or this Agreement.

14.2 Aggregate Liability

Cap Except for the exceptions set forth in Section 14.3, the Vendor’s total aggregate liability to the Company for any and all claims, losses, damages, or expenses of any kind, whether based on contract, tort (including negligence), strict liability, or any other legal theory, arising out of or in connection with this Agreement, the Services, or the Deliverables, shall not exceed the total Fees paid by the Company to the Vendor under this Agreement during the twelve (12) month period immediately preceding the date on which the claim arose. This limitation is cumulative and applies to all claims in the aggregate, regardless of the number of incidents or occurrences giving rise to such claims.

14.3 Exceptions to Limitations

The limitations of liability set forth in Sections 14.1 and 14.2 shall not apply to the following: (a) The Vendor’s gross negligence or willful misconduct; (b) The Vendor’s breach of its confidentiality obligations under Section 9; (c) The Vendor’s indemnification obligations under Section 13; (d) Claims for death or personal injury caused by the Vendor’s negligence; or (e) Any other liability that cannot be excluded or limited under Applicable Law. For the avoidance of doubt, any Service Credits issued pursuant to the Service Levels shall not be subject to the limitations set forth in Sections 14.1 and 14.2.

14.4 Mitigation of Damages

Each party shall take all Commercially Reasonable Efforts to mitigate any damages or losses for which the other party is responsible under this Agreement. If the Company fails to take such measures, the Vendor shall not be liable for any damages that could have been avoided by such mitigation. The Company’s recovery of damages shall be reduced to the extent that its failure to mitigate contributed to the damages.

15. Insurance15.1 Required Insurance Coverage

The Vendor shall, at its own expense, obtain and maintain in full force and effect during the Term, the following insurance coverage with financially sound and reputable insurance companies authorized to do business in the relevant jurisdiction: (a) Commercial General Liability Insurance, including coverage for bodily injury, property damage, and personal and advertising injury, with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Workers' Compensation Insurance as required by Applicable Law, covering all employees engaged in the performance of the Services; (c) Employer's Liability Insurance with limits of not less than $500,000 per accident, $500,000 per disease each employee, and $500,000 per disease policy limit; (d) Professional Liability Insurance (Errors and Omissions Insurance) covering errors, omissions, or negligent acts in the performance of the Services, with a limit of not less than $1,000,000 per claim and $2,000,000 in the aggregate; and (e) Cyber Liability Insurance, including coverage for data breaches, privacy violations, and network security liability, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Vendor shall ensure that all insurance policies provide for a waiver of subrogation in favor of the Company and its Affiliates.

15.2 Proof of Insurance

The Vendor shall provide the Company with certificates of insurance evidencing the required coverage prior to the Effective Date and upon each policy renewal during the Term. Each certificate shall include the policy number, insurer name, coverage limits, and expiration date. The Vendor shall also provide the Company with copies of the insurance policies upon request. The Company shall have the right to review and approve the Vendor's insurance coverage and shall notify the Vendor of any deficiencies. Failure to maintain the required insurance coverage shall be deemed a Material Breach of this Agreement.

15.3 Notice of Cancellation or Material Change

The Vendor shall ensure that all insurance policies required under this Agreement provide that the insurer will give the Company at least thirty (30) days' prior written notice of cancellation, non-renewal, or material change in coverage. The Vendor shall promptly notify the Company of any such notice received from the insurer. If the Vendor fails to maintain the required insurance coverage or provide timely notice of cancellation or material change, the Company shall have the right, but not the obligation, to obtain substitute insurance coverage at the Vendor's expense.

15.4 Additional Insureds

The Vendor shall name the Company and its Affiliates, and their respective directors, officers, employees, and agents, as additional insureds on the Commercial General Liability Insurance policy. The additional insured endorsement shall provide coverage for liability arising out of the Vendor's performance of the Services under this Agreement. The Vendor shall provide the Company with evidence of such additional insured status upon request. The Vendor's insurance shall be primary and non-contributory with respect to any other insurance maintained by the Company.

16. Audit and Inspection Rights

16.1 Audit Rights

The Vendor shall maintain complete and accurate records related to the Services provided under this Agreement. The Company shall have the right, no more than once per calendar year unless a Material Breach is suspected, to audit such records to verify the Vendor’s compliance with the terms of this Agreement, including but not limited to, the accuracy of invoices and adherence to Service Levels. The Company shall provide the Vendor with at least thirty (30) Business Days’ prior written notice of any such audit. The audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the Vendor’s operations. The Company shall bear its own costs associated with the audit, unless the audit reveals a discrepancy of five percent (5%) or more in the Vendor’s favor, in which case the Vendor shall reimburse the Company for its reasonable audit costs.

16.2 Inspection Procedures

In addition to the audit rights outlined above, the Company shall have the right to inspect the Vendor’s facilities and equipment used in the provision of the Services, provided that such inspection is reasonably related to the Services and does not compromise the Vendor’s security or confidentiality obligations to other clients. The Company shall provide the Vendor with at least ten (10) Business Days’ prior written notice of any such inspection. The inspection shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the Vendor’s operations. The Vendor shall have the right to have a representative present during any inspection.

16.3 Cooperation During Audits

The Vendor shall provide the Company and its Representatives with reasonable access to all relevant records, personnel, and facilities necessary to conduct the audit or inspection. The Vendor shall cooperate fully with the Company and its Representatives in a timely and efficient manner. The Vendor shall provide reasonable assistance to the Company in understanding the Vendor’s record-keeping and operational procedures. The Vendor shall not obstruct or delay the audit or inspection in any way.

16.4 Remediation of Findings

If the audit or inspection reveals any deficiencies or non-compliance with the terms of this Agreement, the Vendor shall, at its own expense, promptly take corrective action to remedy such deficiencies or non-compliance. The Vendor shall provide the Company with a written remediation plan within fifteen (15) Business Days of receiving the audit or inspection findings. The remediation plan shall include a detailed description of the corrective actions to be taken, a timeline for completion, and a method for verifying the effectiveness of the corrective actions. The Company shall have the right to review and approve the remediation plan, and the Vendor shall implement the plan as approved. If the Vendor fails to implement the remediation plan in a timely and effective manner, the Company shall have the right to terminate this Agreement for cause, subject to the termination provisions herein.

17. Compliance with Laws and Regulations17.1 General Compliance

The Vendor shall comply with all Compliance Laws applicable to the performance of the Services and its obligations under this Agreement. This includes, but is not limited to, laws, regulations, ordinances, and directives issued by any governmental authority with jurisdiction over the Services, the Vendor, or the Company. The Vendor represents and warrants that it has all necessary permits, licenses, and authorizations required to perform the Services in accordance with Applicable Law. The Vendor shall maintain and enforce policies and procedures designed to ensure compliance with all Compliance Laws. The Vendor shall promptly notify the Company of any actual or suspected violation of Compliance Laws related to the Services or this Agreement.

17.2 Anti-Money Laundering

The Vendor shall comply with all Applicable Law relating to anti-money laundering, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, and any regulations issued by the Office of Foreign Assets Control. The Vendor shall implement and maintain an anti-money laundering program that includes policies, procedures, and controls designed to prevent the use of the Services for money laundering or the financing of terrorism. The Vendor shall conduct due diligence on its customers and counterparties to ensure compliance with anti-money laundering laws. The Vendor shall report any suspicious activity to the appropriate authorities as required by Applicable Law.

17.3 Anti-Bribery and Corruption The Vendor shall comply with all Applicable Law relating to anti-bribery and corruption, including but not limited to the Foreign Corrupt Practices Act and the UK Bribery Act. The Vendor shall not, directly or indirectly, offer, promise, or give anything of value to any government official, political party, or other person for the purpose of influencing any act or decision of such person in order to obtain or retain business or secure any improper advantage. The Vendor shall maintain accurate books and records that reflect all payments made in connection with the Services. The Vendor shall implement and maintain an anti-bribery and corruption compliance program that includes policies, procedures, and controls designed to prevent bribery and corruption.

17.4 Sanctions and Export Controls

The Vendor shall comply with all Applicable Law relating to sanctions and export controls, including but not limited to regulations issued by the Office of Foreign Assets Control and the Bureau of Industry and Security. The Vendor shall not provide Services to any person or entity that is subject to sanctions or export controls. The Vendor shall screen all customers and counterparties against sanctions lists to ensure compliance with sanctions and export control laws. The Vendor shall obtain all necessary licenses and authorizations required to export or re-export any goods, software, or technology in connection with the Services. The Vendor shall promptly notify the Company of any actual or suspected violation of sanctions or export control laws related to the Services or this Agreement.

18. Business Continuity and Disaster Recovery18.1 Business Continuity Plan

The Vendor shall establish and maintain a comprehensive Business Continuity Plan (BCP) designed to ensure the continuity of the Services in the event of any disruption. The BCP shall address potential threats, including but not limited to natural disasters, cyber-attacks, pandemics, and other events that could impact the Vendor’s ability to deliver the Services. The BCP shall include detailed procedures for the recovery of critical business functions, data, and systems, and shall be regularly updated to reflect changes in the Vendor’s operations, technology, and risk landscape. The Vendor shall provide the Company with a copy of the BCP upon request and shall promptly notify the Company of any material changes to the BCP. The Vendor shall ensure that the BCP is consistent with industry best practices and Regulatory Requirements applicable to the Services.

18.2 Disaster Recovery Procedures The Vendor shall implement and maintain robust Disaster Recovery Procedures (DRP) to ensure the timely and effective recovery of the Services in the event of a disaster. The DRP shall include detailed steps for data backup and restoration, system recovery, and communication with the Company and other stakeholders. The Vendor shall maintain geographically diverse backup sites and redundant systems to minimize the impact of any single point of failure. The DRP shall be regularly tested and updated to ensure its effectiveness and compliance with Applicable Law and Regulatory Requirements. The Vendor shall provide the Company with a summary of the DRP upon request and shall promptly notify the Company of any material changes to the DRP.

18.3 Testing and Review The Vendor shall conduct regular testing of the BCP and DRP to ensure their effectiveness and readiness. Testing shall include simulated disruptions, failover exercises, and data restoration drills. The Vendor shall document the results of all testing and shall promptly address any identified deficiencies. The Vendor shall review and update the BCP and DRP at least annually, or more frequently as needed, to reflect changes in the Vendor’s operations, technology, and risk landscape. The Vendor shall provide the Company with a summary of the testing results and review findings upon request. The Vendor shall involve Key Personnel from both the Vendor and the Company in the testing and review process to ensure alignment and coordination.

18.4 Notification of Disruptions The Vendor shall promptly notify the Company of any disruption to the Services that could materially impact the Company’s operations. Notification shall be provided via the agreed-upon communication channels and shall include details of the nature of the disruption, its potential impact, and the estimated time to recovery. The Vendor shall provide regular updates to the Company on the status of the recovery efforts and shall work diligently to restore the Services as quickly as possible. The Vendor shall maintain a log of all disruptions and recovery efforts and shall provide the Company with a copy of the log upon request. The Vendor shall cooperate with the Company in investigating the cause of any disruption and in implementing measures to prevent future disruptions.

19. Subcontracting and Assignment19.1 Restrictions on Subcontracting.

The Vendor shall not subcontract any portion of the Services to a Subcontractor without the prior written consent of the Company, which consent shall not be unreasonably withheld. Any attempt to subcontract without such consent shall be void and constitute a Material Breach of this Agreement. The Vendor acknowledges that the Company has a legitimate interest in ensuring the quality and security of the Services, and therefore, the Company's decision to withhold consent shall be respected.

19.2 Approval of Subcontractors. In the event the Vendor desires to subcontract any portion of the Services, the Vendor shall submit a written request to the Company, which includes the identity of the proposed Subcontractor, the scope of services to be performed by the Subcontractor, and evidence of the Subcontractor's qualifications and ability to perform the Services in accordance with the terms of this Agreement. The Company shall have the right to conduct a reasonable investigation of the proposed Subcontractor, including but not limited to, reviewing the Subcontractor's financial stability, technical capabilities, and compliance with Applicable Laws. The Company shall notify the Vendor of its decision to approve or reject the proposed Subcontractor within fifteen (15) Business Days of receipt of the Vendor's request. If the Company approves the proposed Subcontractor, the Vendor shall ensure that the Subcontractor is bound by terms and conditions no less protective of the Company's interests than those contained in this Agreement. The Vendor shall remain fully responsible for the performance of all Services by any Subcontractor, including but not limited to, any acts or omissions of the Subcontractor that may result in damage or loss to the Company. 19.3 Assignment of Agreement. The Vendor shall not assign this Agreement, in whole or in part, without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion. Any attempted assignment without such consent shall be void and of no effect. The Company may assign this Agreement to any Affiliate or to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the consent of the Vendor. In the event of such an assignment, the Company shall provide written notice to the Vendor within a reasonable time after the assignment.

19.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except as otherwise provided herein. Any assignment or delegation in violation of this section shall be null and void.

20. Relationship of the Parties

20.1 Independent Contractors

The relationship between the Company and the Vendor is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, or agency relationship between the parties. The Vendor shall not be considered an employee of the Company for any purpose, including but not limited to taxation, benefits, or workers' compensation. The Vendor is solely responsible for all taxes, withholdings, and other statutory deductions or payments required in connection with the Fees paid to the Vendor under this Agreement. The Vendor shall retain sole and absolute discretion in the manner and means of carrying out the Services, subject to the terms and conditions of this Agreement. The Vendor is free to perform services for other clients, provided such services do not conflict with the Vendor’s obligations under this Agreement.

20.2 No Partnership or Joint Venture

Neither this Agreement nor any actions taken by the parties shall create a partnership, joint venture, or other form of joint enterprise between the Company and the Vendor. Neither party shall have the authority to act on behalf of or bind the other party in any way, except as expressly provided in this Agreement. The parties acknowledge and agree that they are separate and distinct legal entities, and that this Agreement is not intended to create any fiduciary duty or other special relationship between them. The Vendor shall not represent itself as a partner or joint venturer of the Company to any Third Party.

20.3 No Authority to Bind

The Vendor has no authority to enter into contracts or agreements on behalf of the Company, nor to create obligations or liabilities for the Company. The Vendor shall not represent to any Third Party that it has the authority to bind the Company in any manner. Any actions taken by the Vendor that exceed the scope of its authority under this Agreement shall be the sole responsibility of the Vendor, and the Company shall not be liable for any such actions. The Vendor shall indemnify and hold harmless the Company from any claims, losses, damages, or expenses arising out of or relating to any unauthorized actions taken by the Vendor.

21. Notices

21.1 Method of Notice

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing and addressed to the relevant party at the address set forth in Section 21.2 or to such other address as the party may designate by notice to the other party in accordance with this Section 21. Notices may be given by: (a) personal delivery; (b) nationally recognized overnight courier (with all fees prepaid); (c) certified or registered mail (return receipt requested, postage prepaid); or (d) email (with confirmation of receipt).

21.2 Addresses for Notice

Notices to the Company shall be sent to: [Company Name] [Company Address] Attention: [Relevant Contact Person] Email: [Company Email Address] Notices to the Vendor shall be sent to: [Vendor Name] [Vendor Address] Attention: [Relevant Contact Person] Email: [Vendor Email Address]

21.3 Change of Address

Either party may change its address for receipt of Notices by giving the other party written notice of such change in accordance with this Section 21. A change of address shall be effective only upon receipt of such notice.

22. Dispute Resolution

22.1 Good Faith Negotiation

In the event of any Dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the Dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party, setting forth the nature of the Dispute and the relief sought. The Representatives of both the Company and the Vendor shall meet and confer in good faith to attempt to resolve the Dispute within thirty (30) Business Days of the date of the initial notice, unless otherwise agreed in writing. All negotiations conducted under this Section 22.1 shall be confidential and without prejudice to the rights and remedies of the parties in any subsequent legal proceedings.

22.2 Mediation

If the parties are unable to resolve the Dispute through good faith negotiation as provided in Section 22.1, either party may elect to submit the Dispute to mediation. The mediation shall be conducted by a mutually agreed-upon mediator in a location agreed upon by both parties. If the parties cannot agree on a mediator or location within fifteen (15) Business Days after a party proposes mediation, either party may request the appointment of a mediator by a recognized mediation organization. The parties shall share equally the costs of the mediation, exclusive of their respective attorneys’ fees and costs. The mediation shall be confidential, and no information disclosed during the mediation shall be admissible in any subsequent legal proceeding, unless otherwise required by Applicable Law or agreed to in writing by both parties.

22.3 Arbitration

If the Dispute is not resolved through mediation within sixty (60) Business Days after the commencement of the mediation, or if either party refuses to participate in mediation, either party may initiate binding arbitration. The arbitration shall be conducted in accordance with the rules of a recognized arbitration organization, as mutually agreed upon by the parties. If the parties cannot agree on an arbitration organization, the arbitration shall be conducted under the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator, unless the parties agree otherwise. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including, without limitation, specific performance and injunctive relief. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs in connection with the arbitration, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party if the arbitrator determines that the non-prevailing party’s position was frivolous or taken in bad faith.

22.4 Jurisdiction and Venue

If arbitration is required, the jurisdiction and venue for any legal action, suit, or proceeding arising out of or relating to this Agreement shall be exclusively in the courts located in [Insert Jurisdiction]. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts. The parties agree that the Applicable Law of [Insert Jurisdiction] shall govern the interpretation and enforcement of this Agreement, without regard to its conflict of laws principles. The Vendor acknowledges that the Company's principal place of business is in [Insert Location] and agrees that this location is a reasonable and convenient forum for resolving any disputes. The Vendor further agrees not to bring any action, suit, or proceeding in any other jurisdiction or venue.

23. Force Majeure23.1 Definition of Force Majeure

A Force Majeure Event means any event or circumstance, or series of connected events or circumstances, that is beyond the reasonable control of the party affected (the "Non-Performing Party"), and which could not have been prevented by the exercise of Commercially Reasonable Efforts. Such events and circumstances may include, but are not limited to: (a) acts of God, flood, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) war, terrorism, riots, civil commotion, or sabotage; (d) explosions, fire, destruction of equipment, or prolonged breakdown of plant or machinery; (e) strikes, lockouts, or labor disputes; (f) voluntary or mandatory compliance with any Applicable Law (including a failure to grant any license or consent, the absence of which is reasonably required for performance under this Agreement) or any order of a governmental authority; and (g) cyber-attacks, network or telecommunications failures, or other disruptions to information technology systems, provided that such events are not caused by a breach of security or negligence on the part of the Non-Performing Party. A Force Majeure Event does not include any event or circumstance to the extent it could have been avoided by the Non-Performing Party taking reasonable steps, adhering to good industry practice, or complying with its Disaster Recovery Plan.

23.2 Notice and Mitigation

If either party is prevented, hindered, or delayed from performing any of its obligations under this Agreement by a Force Majeure Event, the Non-Performing Party shall promptly notify the other party (the "Performing Party") in writing of the Force Majeure Event and its expected duration, and shall use Commercially Reasonable Efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable. The Non-Performing Party shall provide regular updates to the Performing Party regarding the status of the Force Majeure Event and the steps being taken to mitigate its effects. The initial notice must be given as soon as reasonably practicable, but in no event later than five (5) Business Days after the Non-Performing Party becomes aware of the Force Majeure Event. The notice shall include a detailed description of the Force Majeure Event, its cause, and the obligations affected, as well as the measures being taken to mitigate its effects.

23.3 Effect on Obligations

During the period in which a Force Majeure Event is occurring and is preventing, hindering, or delaying performance, the Non-Performing Party's obligations under this Agreement that are directly affected by the Force Majeure Event shall be suspended, and the Non-Performing Party shall not be liable for any failure or delay in the performance of such obligations. The Performing Party shall not be required to perform its obligations to the extent that such performance is dependent on the performance of the Non-Performing Party. If the Force Majeure Event prevents, hinders, or delays the Vendor from providing the Services, the Company shall be entitled to procure the same or similar services from an alternative provider, and the Vendor shall reimburse the Company for any additional costs reasonably incurred by the Company in procuring such services, provided that the Company uses Commercially Reasonable Efforts to minimize such costs.

23.4 Termination for Extended Force Majeure

If a Force Majeure Event continues for a period of sixty (60) consecutive days, either party may terminate this Agreement by giving written Termination Notice to the other party. The Termination Notice shall specify the Termination Date, which shall be no less than thirty (30) days after the date of the Termination Notice. Upon termination of this Agreement pursuant to this Section, neither party shall have any further liability to the other party, except for any obligations that accrued prior to the Termination Date and any obligations that expressly survive termination of this Agreement. The Company shall pay the Vendor for all Services performed and expenses reasonably incurred up to the Termination Date.

24. Entire Agreement and Amendments24.1 Entire Agreement

This Agreement, including all schedules and exhibits, constitutes the entire agreement and understanding between the Company and the Vendor with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. The Vendor acknowledges that it has not relied on any representation, warranty, or promise made by the Company or any of its Representatives that is not expressly stated in this Agreement.

24.2 Amendments

No amendment to this Agreement shall be effective unless it is in writing and signed by authorized Representatives of both the Company and the Vendor. Any such amendment shall be binding on both parties and shall become part of this Agreement as of the date specified in the amendment or, if no date is specified, as of the date of its execution. The Company reserves the right to amend this Agreement, and any such amendment shall be deemed accepted by the Vendor unless the Vendor provides written notice of rejection within ten (10) Business Days of receipt of the amendment.

24.3 Waivers

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Any waiver shall be limited to the specific instance and purpose for which it is given and shall not constitute a continuing waiver of any other provision or any subsequent breach of the same provision. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

24.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the severed provision with a valid, legal, and enforceable provision that achieves the original intent of the parties as closely as possible. If the fundamental purpose of this Agreement is frustrated by the severance of any provision, the parties shall negotiate in good faith to modify this Agreement to preserve the original intent of the parties.

25. Counterparts and Electronic Signatures

25.1 Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one Agreement. The parties agree that a facsimile or electronic copy of a signature shall be deemed to be, and have the same force and effect as, an original signature.

25.2 Electronic Signatures

The parties agree that this Agreement and any other documents requiring signature in connection with this Agreement may be signed by electronic signature and that an electronic signature shall be deemed original for all purposes. For the purposes of this Agreement, "electronic signature" shall mean any electronic symbol or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record, including, without limitation, digital signatures that comply with Applicable Law. Each party shall be entitled to rely on electronic signatures of the other party and shall treat such signatures as having the same legal effect as if they were handwritten signatures.

25.3 Delivery of Executed Copies

Executed counterparts of this Agreement may be delivered by electronic mail in portable document format (.pdf) or by any other electronic means of transmission, and such delivery shall have the same effect as physical delivery of the paper document bearing an original signature. At the request of either party, the parties shall confirm electronic transmitted signatures by signing an original document.

26. Governing Law

26.1 Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in accordance with such laws.

26.2 Application of Law

The Applicable Law shall be applied in a manner that favors the Vendor to the extent Commercially Reasonable Efforts are possible, including the interpretation of clauses and the resolution of ambiguities. The Company acknowledges that the Vendor operates in a highly regulated environment and that Regulatory Requirements may impact the performance of the Services. The Vendor shall not be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by or results from compliance with Applicable Law or Regulatory Requirements.

26.3 Waiver of Immunities

The Company hereby irrevocably and unconditionally waives any right to claim sovereign immunity or any similar defense in any legal action or proceeding arising out of or relating to this Agreement. The Company agrees not to assert any such immunity or defense in any jurisdiction. The Vendor may enforce its rights under this Agreement without regard to any such immunity or defense.

To evidence the parties’ consent to this Agreement, they have executed and delivered it on the Effective Date.

_______________________________ {-} _______________________________ {-}