DATA PROCESSING AGREEMENT
This Data Processing Agreement ("Agreement") is entered into on [Date] between [Party 1 Name] ("Party 1") and [Party 2 Name] ("Party 2").
1. PURPOSE
This Agreement establishes the terms and conditions for [specific purpose related to data processing agreement].
2. SCOPE OF SERVICES
2.1 Services: Party 2 shall provide the following services:
- [Service description 1]
- [Service description 2]
- [Service description 3]
2.2 Standards: All services shall be performed in accordance with industry standards and applicable laws.
3. TERM
3.1 Duration: This Agreement shall commence on [Start Date] and continue until [End Date] unless terminated earlier.
3.2 Renewal: This Agreement may be renewed by mutual written consent of both parties.
4. COMPENSATION
4.1 Payment: Party 1 shall pay Party 2 [Payment Amount] for services rendered.
4.2 Payment Schedule: Payments shall be made [Payment Frequency] according to the schedule set forth in Schedule A.
4.3 Late Payments: Late payments may incur a fee of [Late Fee] per [Time Period].
5. RESPONSIBILITIES
5.1 Party 1 Responsibilities:
- [Responsibility 1]
- [Responsibility 2]
- [Responsibility 3]
5.2 Party 2 Responsibilities:
- [Responsibility 1]
- [Responsibility 2]
- [Responsibility 3]
6. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the performance of this Agreement.
7. TERMINATION
7.1 Termination for Cause: Either party may terminate this Agreement immediately for material breach.
7.2 Termination for Convenience: Either party may terminate this Agreement with [Notice Period] written notice.
7.3 Effect of Termination: Upon termination, all obligations cease except those that expressly survive termination.
8. INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party from claims arising out of their negligent acts or omissions.
9. FORCE MAJEURE
Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts of [Jurisdiction].
11. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof. This Agreement may only be modified in writing signed by both parties.
13. NOTICES
All notices required under this Agreement shall be delivered in writing to the addresses set forth below or such other address as a party may designate by written notice:
[Party 1 Name]
Address: [Address]
Email: [Email]
[Party 2 Name]
Address: [Address]
Email: [Email]
SIGNATURES
PARTY 1:
Name: [Party 1 Name]
Title: [Title]
Signature: _________________________
Date: _____________
PARTY 2:
Name: [Party 2 Name]
Title: [Title]
Signature: _________________________
Date: _____________
This template is provided for informational purposes only and does not constitute legal advice. Consult with a qualified attorney before using this agreement.
