Business Access Agreement

BUSINESS ACCESS AGREEMENT

Parties

Recitals

WHEREAS, Provider owns or controls certain premises, property, systems and associated facilities located at (the "Premises"), and is willing to grant limited access to Licensee for the purpose set forth below.

WHEREAS, Licensee requires access to the Premises to perform business activities described in the Scope of Work and agrees to comply with Provider's access, security and safety requirements.

WHEREAS, the parties desire to set forth the terms, conditions and payment for such access in this Business Access Agreement effective as of (the "Effective Date").

Scope of Work

Licensee is authorized to access the Premises solely for the activities described below. Any use of the Premises beyond the described scope requires prior written authorization from Provider.

Interior premises Exterior grounds IT systems/servers Storage areas

Access, Security and Compliance

Licensee shall at all times comply with Provider's rules, posted signage, and instructions for safety and security while on the Premises. Licensee shall ensure that its personnel display any required credentials and shall not permit any unapproved individuals to enter restricted areas. Provider may revoke access immediately for failure to comply or for security concerns.

Licensee shall conduct background checks on its personnel to the extent required by Provider and shall provide proof of authorization or certifications upon reasonable request. Any personal data exchanged in connection with access shall be processed in accordance with the Confidentiality provisions below.

Payment Terms

As consideration for the access granted herein, Licensee shall pay Provider the Access Fee set forth below in accordance with the payment schedule.

All payments are due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. In addition, Licensee shall reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless terminated earlier in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Provider may immediately terminate or suspend Licensee's access for cause, including breach of security, nonpayment, or safety violations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including security procedures, access credentials, business operations, technical data and personnel information. Each party shall: (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) was in the receiving party's lawful possession prior to disclosure; (ii) is or becomes generally available to the public through no fault of the receiving party; (iii) is lawfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination, receiving party shall return or destroy Confidential Information within days, subject to record retention requirements.

Indemnification and Insurance

Licensee shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's negligence, willful misconduct or breach of this Agreement in connection with Licensee's use of the Premises.

Licensee shall maintain commercial general liability insurance and other coverages reasonably required by Provider, and shall provide certificates of insurance upon request. Minimum insurance requirements:

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive jurisdiction for disputes arising under this Agreement shall lie with the state or federal courts located in that state, to the extent permitted by law.

Entire Agreement

This Agreement, together with any written exhibits or attachments executed by the parties, constitutes the entire agreement between Provider and Licensee with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Notices required under this Agreement shall be in writing and delivered to the addresses provided above.

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