Authentication Agreement

AUTHENTICATION AGREEMENT

This Authentication Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires authentication services for certain records, identities, or signatures and seeks to rely upon electronic or manual authentication processes to validate authenticity, provenance, or authority;

WHEREAS, Service Provider represents that it has the technical capability, operational controls, and personnel necessary to perform authentication services in accordance with the scope of work and the standards set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform authentication services and Client will accept and pay for such services.

SCOPE OF SERVICES

Service Provider shall perform authentication services which may include identity verification, signature validation, chain-of-custody documentation, issuance of authentication statements, maintenance of audit logs, and secure transmission of authentication results to Client. Service Provider will perform services in a timely and professional manner and will maintain reasonable commercial standards for systems, controls, and personnel.

PAYMENT TERMS

Invoices are payable within the period set forth in the Payment Schedule. Overdue amounts shall accrue interest at a rate equal to or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on (the "Effective Date") and continue until unless earlier terminated in accordance with this Agreement.

Upon termination for any reason, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect, including confidentiality, indemnification, and limitation of liability provisions.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Agreement, whether orally, in writing, or by electronic means, including identity data, authentication records, audit logs, methodologies, and pricing. Receiving party shall (i) use Confidential Information only for the purposes of performing under this Agreement, (ii) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) employ reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO .

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct; provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

DATA PROTECTION AND RECORDS

To the extent Service Provider processes personal data on behalf of Client in connection with authentication services, Service Provider shall implement and maintain reasonable technical and organizational measures to protect such data. Service Provider shall retain authentication records and audit logs for the retention period set forth below and shall make such records available to Client upon reasonable request for purposes of audit and dispute resolution.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, three business days after deposit with a nationally recognized overnight carrier, or upon email transmission with confirmation of receipt when followed by one of the foregoing methods.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree that exclusive venue for any dispute shall be the state or federal courts located in the chosen jurisdiction unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

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