Access Authorization Certificate

ACCESS AUTHORIZATION CERTIFICATE

Certificate Number:

Parties

WHEREAS

WHEREAS, Provider operates and controls access to certain facilities, locations, systems and/or information assets identified herein (the "Protected Resources"); and

WHEREAS, Recipient has requested access to the Protected Resources for the limited purpose of performing authorized activities described in this Certificate and Provider has determined, based on the representations and conditions set forth below, to grant such access under the terms of this Certificate;

NOW, THEREFORE, for good and valuable consideration and subject to the terms and conditions set forth herein, Provider hereby certifies and authorizes access as specified below.

Authorization Details

Physical access to premises    Logical/system access    Remote access/network access

Authorization Period: From to .

Authorized Hours (if applicable):

The following conditions must be satisfied prior to commencement of access (check all that apply):

Background check completed    Safety/training completed    Non-disclosure agreement executed    ID badge / credential issued

Scope of Work

Payment Terms

Access Fee Amount: $ (if applicable).

Late Fee: on overdue amounts and recovery of collection costs.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Certificate for convenience upon days' written notice. Provider may immediately suspend or terminate access upon written notice if Recipient breaches any material term, endangers safety or security, or fails to comply with Provider policies.

Confidentiality

Recipient acknowledges that in connection with access it may receive or observe Confidential Information of Provider. Recipient shall: (a) use Confidential Information only for the authorized purpose; (b) restrict access to Authorized Personnel on a need-to-know basis; (c) protect Confidential Information with at least reasonable care and at least the same degree of care it uses to protect its own confidential information; and (d) not disclose Confidential Information to third parties except as expressly authorized in writing or as required by law. Confidential Information shall not include information that is or becomes publicly known through no breach by Recipient.

Liability and Indemnification

Recipient shall be responsible for damage caused by its personnel or agents and shall indemnify, defend and hold harmless Provider from and against all claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from Recipient's breach of this Certificate, negligence, willful misconduct, or unauthorized use of the Protected Resources, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Certificate, together with any attachments, schedules and executed non-disclosure agreements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, representations, and agreements, whether written or oral, relating to such subject matter. No amendment or waiver shall be effective unless in writing and signed by both parties.

Certification and Conditions of Authorization

The undersigned certifies that the information provided in this Certificate is true and correct, that the conditions precedent (if any) have been satisfied prior to activation, and that access is granted only to the extent and for the purposes set forth herein. Recipient acknowledges receipt of any required policies and agrees to comply with them as a condition of access.

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