Third-Party Services Agreement
Third-Party Services Agreement
1. Introduction
This Third-Party Services Agreement ("Agreement") is made between Incentrex, Inc., ("Company") and the third-party service provider ("Service Provider"). This Agreement governs the terms under which the Service Provider will provide services to the Company, including any services that involve the processing of personal data.
The parties agree to comply with the terms of this Agreement to ensure the protection and security of data and the performance of services as agreed.
2. Services Provided by the Service Provider
The Service Provider will provide the following services to the Company:
- [Describe the services provided, such as hosting, payment processing, customer support, etc.]
- [If applicable, include specific reference to data processing services.]
The Service Provider acknowledges that, in the course of providing services, it may have access to personal data or confidential information, and agrees to adhere to the terms outlined in this Agreement.
3. Data Processing Terms
In the event the Service Provider processes personal data on behalf of the Company, the parties agree to the following:
- Purpose of Processing: The Service Provider will process personal data only for the purpose of providing the agreed-upon services.
- Security Measures: The Service Provider agrees to implement appropriate technical and organizational measures to ensure the security of personal data and to protect it from unauthorized access or disclosure.
- Subprocessors: The Service Provider shall not engage subprocessors without the prior written consent of the Company. If subprocessors are engaged, the Service Provider must ensure they are bound by equivalent confidentiality and data protection obligations.
4. Confidentiality
The Service Provider agrees to keep all confidential information, including but not limited to personal data, business plans, financial information, and customer data, confidential. The Service Provider will not disclose this information to any third party unless required by law or with the prior written consent of the Company.
5. Compliance with Laws
The Service Provider agrees to comply with all applicable data protection laws, including:
- The General Data Protection Regulation (GDPR), where applicable
- The California Consumer Privacy Act (CCPA), where applicable
- Any other data protection laws that may apply depending on the geographical location of the Company or its customers
The Service Provider agrees to promptly notify the Company of any security breaches or incidents that may affect personal data.
6. Data Subject Rights
The Service Provider agrees to cooperate with the Company to ensure that the rights of data subjects (e.g., access, correction, deletion, and data portability) are respected. If a data subject requests access to their personal data or asks for a modification, the Service Provider will promptly notify the Company.
7. Data Breach Notification
In the event of a data breach that impacts personal data or confidential information, the Service Provider agrees to notify the Company without undue delay. The Service Provider will provide details of the breach and assist the Company in its response, including any necessary notifications to affected individuals and regulatory authorities.
8. Termination of Agreement
This Agreement may be terminated by either party in writing with [Insert notice period, e.g., 30 days’] notice. Upon termination, the Service Provider agrees to return or securely delete all personal data and confidential information in its possession, as instructed by the Company.
9. Limitation of Liability
The Service Provider’s liability to the Company for any claims arising out of this Agreement shall be limited to the amount paid by the Company to the Service Provider in the twelve (12) months preceding the event giving rise to the claim, except in cases of gross negligence or willful misconduct.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, United States, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved in the state or federal courts located in Chittenden County, Vermont, and both parties consent to the exclusive jurisdiction of such courts.
11. Miscellaneous
- Entire Agreement: This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
- Amendments: This Agreement may only be amended by mutual written agreement of both parties.
12. Contact Information
For any questions regarding this Agreement, please contact us at: