This Nexus Client Services Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:
NEXUS GROWTH ENGINE LLC, a Utah limited liability company (Utah Entity No. 14707279-0160), with its principal place of business at 9747 N Spring Bridge, Eagle Mountain, UT 84005 ("Provider" or "Nexus"); and
[CLIENT LEGAL NAME], a [STATE] [entity type — LLC / corporation / sole proprietorship], d/b/a [DBA, if any], with its principal place of business at [CLIENT ADDRESS] ("Client").
Provider and Client are each a "Party" and together the "Parties." This Agreement consists of Part A (Universal Terms), Part B (Data Rights & Processing Article), and Part C (Order Form), together with any Exhibits. In the event of a conflict, Part C (the deal-specific Order Form) controls over Part A and Part B only as to the specific commercial terms it fills in (price, term, start date, package, payment rail); Parts A and B otherwise govern.
1.1 The following terms have the meanings given:
(a) "Services" — the services described in the Part C Order Form (and any SOW incorporated into it), and nothing else.
(b) "Deliverables" — the configured systems, work product, reports, and materials Provider provisions or transmits under the Order Form.
(c) "Client Materials" — Client's business information, brand, creative, content, and materials Client provides.
(d) "Client Data" — all data Client provides or connects, or that is generated in Client's own systems to which Client grants access, including CRM records, pipeline data, and call/message logs.
(e) "Client Personal Data" — any Client Data that identifies or could reasonably identify an individual, broadly defined to include every contact, lead, customer record, prospect record, roster, employee/contractor record, call recording, transcript, phone number, email address, and any credential or account Client connects (dialer, CRM, calendar, telephony, email, or advertising account).
(f) "Confidential Information" — each Party's non-public business, financial, technical, customer, pricing, and operational information.
(g) "De-Identified Data" and "Aggregated Data" — as defined in Part B §B.
(h) "Provider IP" — as defined in §8.1.
(i) "Order Form" — the Part C deal block, which sets the package, fee, term, start date, payment rail, signature mode, and the inline Deliverable Schedule (the SOW).
2.1 Provider will provide the Services described in the applicable Part C Order Form and any SOW incorporated into it. The Services are defined solely by the Order Form and its Deliverable Schedule. No oral statement, sales-call representation, demo, deck, slide, text, email, forum post, or reference to a "typical," "average," or "expected" result forms any part of the Services or of Provider's obligations.
2.2 Standard of performance. Provider will perform the Services in a professional and workmanlike manner, using commercially reasonable skill and care. This is the ONLY performance standard in this Agreement. THERE IS NO PERFORMANCE, RESULTS, OUTCOME, CONVERSION, APPOINTMENT-COUNT, LEAD-COUNT, or REVENUE STANDARD.
2.3 Changes. Any change to the Services, Deliverables, schedule, or fees requires a written Change Order signed (or click-accepted, per the Order Form signature mode) by both Parties. Work outside the Order Form is billed at the rate stated in Part C (§C-4) only if authorized in a signed Change Order. No verbal, text, or email request modifies this Agreement.
Client initials confirming §2 has been read: __________
3.1 A Service or Deliverable is delivered when Provider provisions the configured system, makes the platform or access available, transmits the work product, or performs the scheduled work — regardless of whether any message is delivered by a carrier, any lead replies, any appointment is booked or held, any prospect converts, any ad is served, or any revenue results.
3.2 Provider's obligation is to perform the Services in a professional and workmanlike manner (§2.2). Outcomes depend on carrier delivery, prospect behavior, Client's own follow-up and sales execution, market conditions, competition, Client's personnel and budget, and other factors outside Provider's control. Deliverables that depend on third-party delivery, prospect response, or market behavior are outside Provider's control and are not warranted.
4.1 PROVIDER MAKES NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION OF ANY BUSINESS RESULT. Without limiting the foregoing, Provider does not guarantee and does not promise: any number of leads, replies, appointments, meetings, bookings, calls, or customers; any delivery, open, click, or response rate; any amount of revenue, profit, growth, ROI, or cost savings; or any timeline to any of the foregoing.
4.2 PROVIDER'S OBLIGATION IS AN OBLIGATION OF EFFORT AND WORK PRODUCT, NOT OF OUTCOME. Provider satisfies this Agreement by performing the Services and delivering the Deliverables described in the Order Form. Provider's performance is measured by the delivery of that work, and by nothing else.
4.3 Results depend on Client. Client's outcomes depend on Client's own execution, follow-up, personnel, budget, offer, market, and decisions. Client is solely responsible for its own business decisions and results.
4.4 No claim of prior results. Client acknowledges that Provider has made no representation regarding results achieved for any other client, and Client has not relied on any such representation.
Client initials confirming §4 has been read: __________
5.1 Acceptance Certificate. For each month or milestone stated in the Order Form, Provider will send Client an Acceptance Certificate in the form of Exhibit B, identifying the Deliverables delivered and the Services performed in that period. For always-on subscription tiers, the persisted per-tenant provisioning record and delivery-receipt log serve as the acceptance record in place of a signed certificate.
5.2 Deemed Acceptance. If Client does not sign and return the Acceptance Certificate, and does not deliver a written objection specifying in reasonable detail the respect in which a Deliverable fails to conform to the Order Form, within five (5) business days of delivery, then the Deliverable is DEEMED ACCEPTED and Client waives any claim that it was not delivered or not received.
5.3 Cure. If Client timely objects, Provider will, within ten (10) business days, revise the Deliverable to conform to the Order Form. Re-delivery restarts the five-business-day period. A timely objection does not suspend, reduce, or delay Client's payment obligation under §7.
5.4 Scope of acceptance. Acceptance (actual or deemed) confirms that the Deliverable was delivered and conforms to the Order Form description. It is not an acceptance of, or statement about, any business outcome, and no outcome is required for acceptance.
5.5 Records. A signed or deemed-accepted Acceptance Certificate (or the persisted delivery-receipt log for subscription tiers) is conclusive evidence, as between the Parties, that the identified Services and Deliverables were received by Client.
6.1 Provider cannot perform without Client's cooperation. Client shall, promptly and at its expense: (a) provide accurate, complete information and Client Materials; (b) provide the access, credentials, and Client Data reasonably necessary for the Services; (c) designate a single primary point of contact with decision authority; (d) obtain and maintain all consents required for Client's own communications with its contacts (see §9 and Part B §D); and (e) respond to Provider's requests for information, materials, or approval within five (5) business days.
6.2 Client Delay. If Client fails to meet a responsibility in §6.1: (i) Provider's delivery dates extend day-for-day; (ii) Provider is excused from any Deliverable to the extent it depends on the missing input, and that Deliverable is deemed delivered when Provider has performed the portion not dependent on the missing input; and (iii) the fees remain due and payable in full, without reduction, credit, or delay.
6.3 Client information. Client is solely responsible for the accuracy, completeness, and lawfulness of all Client Materials, Client Data, and Client Personal Data it provides. Provider may rely on them without independent verification.
7.1 Fee. Client shall pay the fees stated in the Part C Order Form (§C-2), in advance, on the stated dates, without invoice requirement, demand, setoff, deduction, or counterclaim.
7.2 Payment method. Payment shall be made by the rail stated in the Order Form (§C-3):
7.3 No reversal / no chargeback. Client shall not initiate or cause any reversal, return, recall, dispute, or chargeback of any payment properly made under this Agreement. Any fee dispute shall be raised exclusively under §5.2 (objection) and §15 (dispute resolution). A reversal, recall, or chargeback of a payment properly made is a material breach of this Agreement, and does not extinguish Provider's right to represent the charge to the card network using the acceptance record in §5.5.
7.4 Late payment. Amounts not received within five (5) calendar days of the due date are late and accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, if lower).
7.5 Suspension. If any payment is ten (10) days or more past due, Provider may, on written notice, suspend all Services until all past-due amounts (plus interest) are paid. Suspension does not extend the Term, reduce the fees, or excuse any payment obligation.
7.6 Termination for non-payment. If any payment is thirty (30) days or more past due, Provider may terminate for cause on written notice, and any Early Termination Fee in §8.4 becomes immediately due.
7.7 Taxes. Fees are exclusive of taxes; Client is responsible for any sales, use, or similar taxes (excluding taxes on Provider's income).
7.8 Collection costs. Client shall reimburse Provider's reasonable costs of collecting past-due amounts, including reasonable attorneys' fees and court costs.
Client initials confirming §7 has been read: __________
8.1 Provider IP. All software, integrations, connectors (including any CRM, RepCard, GHL, RingCentral, dialer, calendar, or telephony connector), workflows, automations, sequences, prompts, models, scoring systems, dashboards, templates, methodologies, frameworks, know-how, and all improvements and derivatives thereto (collectively, "Provider IP") are and remain Provider's sole and exclusive property. No Provider IP is assigned, transferred, or exclusively licensed to Client.
8.2 Deliverables license. Upon Provider's receipt of the fees for the relevant period, Provider grants Client a limited, non-exclusive, non-transferable, royalty-free license to use the Provider IP and the Deliverables solely for Client's own internal business purposes DURING the Term. On termination or expiration, that license ends. Client may not resell, sublicense, publish, or distribute the Provider IP or Deliverables to any third party.
8.3 Client Materials and Client Data. Client exclusively owns its Client Materials and Client Data. Client grants Provider the license in Part B §A to use them to perform the Services.
8.4 Residual knowledge. Provider retains the right to use the general skills, knowledge, experience, methodologies, and know-how used or gained in performing the Services, including for other clients. Nothing restricts Provider from performing similar services for any other person, including in Client's industry.
8.5 Marketing / case study. Provider may identify Client as a client in general terms. Any use of Client's name, logo, financial figures, results, or metrics in a public case study, testimonial, or marketing asset requires Client's prior WRITTEN consent, which Client may withhold. Provider will publish no figure or result attributed to Client without that consent.
9.1 Where the Services include outbound communications (SMS, email, voice, automated voice, ads, or messaging), Client is the "sender," and the "seller" or "person on whose behalf" the communication is made, for all applicable telemarketing, anti-spam, consent, and privacy law (including the TCPA, CAN-SPAM, state telemarketing and mini-privacy acts, and applicable Do-Not-Call rules). Client is solely responsible for having a lawful basis and any required consent, opt-in, or notice for its own lists and its own communications.
9.2 Client will not use the platform or Services for unlawful, deceptive, or abusive purposes, for messaging any person without a lawful basis, or in violation of any carrier or platform policy. Provider may suspend the Services immediately for an actual or reasonably suspected violation of this §9.
9.3 Client acknowledges that Provider's server-side compliance guardrails (consent gating, dedup, quiet-hours, terminal-stage stickiness, tenant isolation) are protective controls that benefit both Parties, and that their existence does not transfer to Client any obligation that law places on Provider, nor transfer to Provider any obligation that law places on Client as the sender/seller.
Client initials confirming §9 has been read: __________
10.1 Each Party ("Receiving Party") shall protect the other's ("Disclosing Party") Confidential Information using at least reasonable care; use it only to perform or receive the Services; and disclose it only to personnel and professional advisors with a need to know who are bound by confidentiality obligations at least as protective.
10.2 Exclusions. Confidential Information excludes information that is or becomes public through no fault of the Receiving Party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.
10.3 Compelled disclosure. A Receiving Party may disclose if legally compelled, provided it gives prompt written notice (where lawful) and reasonable cooperation to seek protective treatment.
10.4 Term. Confidentiality obligations survive three (3) years after termination (and, for trade secrets, as long as they remain trade secrets).
10.5 DTSA notice. Notice under 18 U.S.C. §1833(b): an individual is immune from liability under any federal or state trade-secret law for disclosure of a trade secret made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.
11.1 Provider is an independent contractor. Nothing creates a partnership, joint venture, agency, employment, co-employment, or fiduciary relationship. Neither Party may bind the other.
11.2 No fiduciary duty. Provider does not owe Client a fiduciary duty. Provider is a service provider on arm's-length commercial terms.
11.3 Not a licensed professional. Provider is not a law firm, accounting firm, or registered investment adviser, and does not provide legal, tax, accounting, or investment advice. Client shall retain its own such professionals. Any business discussion is general business information only.
12.1 NO INDIRECT DAMAGES. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOST OR DIMINISHED ENTERPRISE VALUE, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 CAP. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY (CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 Exclusions from the cap. The cap does not apply to Client's payment obligations under §7 and §8.4, Client's indemnity under §13.2, or either Party's fraud or willful misconduct.
12.4 Allocation of risk. Client acknowledges that the fees reflect this allocation of risk and that Provider would not enter into this Agreement without §§4, 12, and 14.
13.1 By Provider. Provider will defend and indemnify Client against a third-party claim that the Provider IP, as provided and used within the scope of this Agreement, infringes that third party's U.S. intellectual-property right, and will pay damages finally awarded. This is Provider's sole liability for infringement.
13.2 By Client. Client will defend, indemnify, and hold Provider harmless from any claim, loss, liability, fine, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Client Materials, Client Data, Client's lists, or Client's own communications; (b) any claim by any person (including any of Client's own vendors, managers, partners, contractors, or affiliates) that Client lacked the right or authority to grant the data access or connect the credentials it connected (see Part B §D); (c) Client's breach of §9 (Acceptable Use) or of its consent/lawful-basis obligations; and (d) Client's business decisions and results.
13.3 Procedure. The indemnified Party will give prompt notice, tender control of the defense, and reasonably cooperate; the indemnifying Party will not settle in a way that imposes a non-indemnified obligation on the other without consent.
14.1 Provider warrants only that the Services will be performed in a professional and workmanlike manner (§2.2).
14.2 DISCLAIMER. EXCEPT FOR §14.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT ANY BUSINESS, FINANCIAL, OR TRANSACTION OUTCOME.
15.1 Governing law. This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-laws principles.
15.2 Escalation first. Before filing any action or arbitration, the Parties will attempt in good faith to resolve the dispute through direct discussion between an authorized representative of each Party for fifteen (15) days after written notice. (This does not delay Provider's right to suspend for non-payment under §7.5 or to seek injunctive relief.)
15.3 Binding arbitration; class-action waiver. Except for a claim for injunctive relief or for unpaid fees, any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by a recognized arbitration provider under its commercial rules, before one (1) arbitrator, seated in Salt Lake County, Utah. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Judgment on the award may be entered in any court of competent jurisdiction.
15.4 Venue for court claims. For any claim not subject to arbitration, venue is exclusively in the state or federal courts located in Salt Lake County, Utah, and each Party irrevocably consents to personal jurisdiction and venue there and waives any forum-non-conveniens objection.
15.5 JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action arising out of or relating to this Agreement.
15.6 Prevailing party. The prevailing Party in any action or arbitration to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs.
16.1 NO OTHER REPRESENTATIONS. Client acknowledges that, in deciding to enter into this Agreement, Client has NOT relied on any statement, representation, promise, guarantee, projection, estimate, forecast, illustration, case study, testimonial, or prediction — whether written or oral, and whether made by Provider, its founder, or any of its personnel — regarding leads, replies, appointments, sales, revenue, growth, profit, cost savings, ROI, or any other outcome. CLIENT HAS RELIED SOLELY ON THE EXPRESS TERMS OF THIS AGREEMENT.
16.2 Entire agreement. This Agreement (Parts A, B, and C and the Exhibits) is the entire agreement on its subject matter and supersedes all prior or contemporaneous proposals, decks, emails, texts, calls, and discussions. Any conflicting term in any Client purchase order or other document is void.
16.3 No outcome figure. No quantitative outcome figure (percentage, multiplier, ROI, savings, lead/appointment/revenue count, or projection) appears anywhere in this Agreement, the Order Form, any SOW, or any Acceptance Certificate.
16.4 Amendment. This Agreement may be amended only by a written instrument (or click-accepted Change Order per the Order Form signature mode) signed by both Parties.
Client initials confirming §16 has been read: __________
17.1 Term. This Agreement begins on the Effective Date and continues for the Initial Term stated in the Order Form (§C-2). If the Order Form states no Initial Term, the Term is month-to-month, terminable by either Party on thirty (30) days' written notice.
17.2 Renewal. After any Initial Term, this Agreement continues month-to-month, terminable by either Party on thirty (30) days' written notice. Fees for a renewal period are the then-current fees, on thirty (30) days' prior written notice of any change.
17.3 Termination for cause. Either Party may terminate for the other's material breach uncured thirty (30) days after written notice (ten (10) days for a payment breach), or immediately on the other's insolvency, assignment for creditors, or bankruptcy filing.
17.4 Early Termination Fee (only if the Order Form states an Initial Term with a setup waiver or term commitment). If, during a stated Initial Term, Client terminates for convenience, stops paying, repudiates, or abandons the engagement, or Provider terminates for Client's uncured material breach, Client shall pay an Early Termination Fee equal to the LESSER of (a) the unamortized value of any waived setup fee, or (b) fifty percent (50%) of the fees remaining for the balance of the Initial Term — in addition to all accrued unpaid fees. The Parties agree this is a reasonable pre-estimate of Provider's loss (reserved capacity and staffing), that actual damages would be difficult to determine, and that it is liquidated damages and NOT a penalty. No Early Termination Fee is owed if Client terminates because of Provider's uncured material breach under §17.3.
17.5 Effect of termination. On termination: all accrued fees, interest, and any Early Termination Fee are immediately due; the Deliverables license (§8.2) ends; Provider will make available copies of completed Deliverables paid for as of termination; Part B §E (data return/deletion) applies; and §§4, 5.5, 7, 8, 10, 12, 13, 14, 15, 16, 17.4, 17.5, 18, and all of Part B survive.
17.6 No refunds. Fees paid are non-refundable. Client's exclusive remedy for a Deliverable that does not conform to the Order Form is the objection-and-cure mechanism in §5.2–§5.3. There is no refund, credit, or fee reduction tied to any business outcome.
18.1 Force Majeure. Neither Party is liable for a failure or delay in performance (other than payment obligations, which are never excused) caused by events beyond its reasonable control.
18.2 Assignment. Neither Party may assign this Agreement without the other's written consent, except that Provider may assign it, WITHOUT Client's consent, in connection with a merger, reorganization, financing, or sale of substantially all of its assets or equity (on written notice).
18.3 Notices. Notices must be in writing and are effective when sent by email to the addresses in the signature blocks (with confirmation of transmission) or by nationally recognized overnight courier to the addresses above.
18.4 Severability. If any provision (including any part of §15.3) is held unenforceable, it is modified to the minimum extent necessary to be enforceable — or, if it cannot be, severed — and the remainder of the Agreement remains in full effect.
18.5 No waiver. A Party's failure to enforce any provision is not a waiver of it.
18.6 Counterparts; electronic signature. This Agreement may be executed in counterparts and by electronic signature or click-acceptance, each of which is an original. The Parties agree that electronic signatures and click-acceptance are valid and enforceable under the ESIGN Act and applicable state UETA.
18.7 Authority. Each person accepting this Agreement represents and warrants that he or she is duly authorized to bind the Party for which he or she signs.
The bright line, drawn once:
| Use of Client Data | Lawful? | Duration | Where |
|---|---|---|---|
| Access + process Client Data to DELIVER the Services | ✅ Yes | During the Term only | §A |
| Improve Provider's models/benchmarks using DE-IDENTIFIED / AGGREGATED data | ✅ Yes — survives termination, perpetual | Perpetual | §B |
| Reuse identifiable Client contacts for Nexus's OWN outreach | 🔴 No — never | Never | §C (prohibited) |
A.1 Client, as controller/owner of the Client Data and Client Personal Data, grants Provider a limited license to access, store, transmit, and process Client Data and Client Personal Data solely to perform the Services during the Term, as Provider's service-provider/processor, on Client's documented instructions.
A.2 Roles. As between the Parties, Client is the controller/business; Provider is the processor/service provider (using CCPA/CPRA and, where applicable, GDPR terminology). Provider will not "sell" or "share" Client Personal Data as those terms are defined under applicable US state privacy law, and will process it only for the business purpose of performing the Services and the permitted purpose in §B.
A.3 Sub-processors. Provider may use sub-processors to perform the Services (e.g., Twilio/Telnyx, Resend, Stripe, Google, and AI model providers). Provider remains responsible for its sub-processors' compliance with this Part B. A current list is available on Client's written request.
A.4 Security. Provider will maintain reasonable administrative, technical, and physical safeguards appropriate to the data, limit access to personnel who need it to perform the Services, and notify Client without undue delay (and in any event within seventy-two (72) hours) after Provider confirms a security breach affecting Client Personal Data.
B.1 Provider may create De-Identified Data and Aggregated Data from Client Data, and may use, retain, and commercialize such De-Identified and Aggregated Data for any lawful business purpose, including to develop, train, and improve Provider's products, models, algorithms, benchmarks, and analytics, in perpetuity and surviving termination or expiration of this Agreement.
B.2 Definitions with teeth. "De-Identified Data" means data processed so that it cannot reasonably be used to identify, and is not re-identified to, any individual or Client; Provider will not attempt to re-identify it and will maintain it in de-identified form. "Aggregated Data" means data combined across multiple clients or records so that it does not reveal, and cannot reasonably be attributed to, any single Client or individual.
B.3 Aggregated and De-Identified Data are Provider IP and are a company asset of Provider, not of Client.
C.1 Provider will NOT use any Client Personal Data, or any identifiable Client contact, lead, customer, or record, for Provider's own first-party marketing, sales, lead generation, list-building, or outreach — during or after the engagement.
C.2 Provider will not disclose or make Client Personal Data available to any other client of Provider or to any investment vehicle, will not sell, license, or share it, and will not send any communication to any person in Client Personal Data except as part of Client's own Services that Client directs and for which Client is the sender/seller (§9).
D.1 Client represents and warrants that: (a) it owns or has all rights, consents, licenses, and authority necessary in every data source, system, credential, account, and contact list it provides or connects (including any CRM, dialer, calendar, telephony, email, or advertising account); (b) it is the single party responsible for, and is authorized to grant, the access it grants, notwithstanding any interest of any third party (including any vendor, manager, partner, contractor, or affiliate of Client); and (c) Provider's access to and use of that data as contemplated by this Agreement is authorized by Client, in writing, by this Agreement.
D.2 Authorization. Client hereby authorizes Provider, in writing, to access, connect, store, transmit, and process the Client Data, Client Personal Data, systems, and credentials Client provides or connects, for the purposes set out in this Agreement.
D.3 Indemnity. Client will indemnify, defend, and hold Provider harmless from any claim by any person (including any third party asserting an ownership or authority interest in any data, system, or credential Client connected) that Provider's access to or use of that data or credential, as contemplated by this Agreement, was unauthorized or unlawful.
D.4 Honest limit. Client acknowledges that §D allocates risk between the Parties; it does not, and cannot, bind or release any non-party (a third-party data owner who did not sign, a called or emailed individual, or a regulator).
E.1 On Client's written request or on termination, Provider will return or delete Client Personal Data from live systems within thirty (30) days (backups expire in the ordinary rotation), except for: (a) records subject to a legal-preservation or litigation hold; (b) records Provider must retain by law; (c) records reasonably needed to establish or defend a legal claim; and (d) De-Identified and Aggregated Data under §B (which is not Client Personal Data).
Client initials confirming PART B (Data Rights) has been read: __________