Business Access & Upgrade Agreement

BUSINESS ACCESS & UPGRADE AGREEMENT

This Business Access & Upgrade Agreement ("Agreement") is entered into as of by and between:

Client Name:   Address:

Provider Name:   Address:

RECITALS

WHEREAS, the Provider operates and maintains certain systems, software, and services that the Client requires access to for the conduct of its business; and

WHEREAS, the Client desires Provider access to specified systems and the performance of upgrade, maintenance and improvement work in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

"Access" means the provisioning of user accounts, credentials, or physical access as necessary for Provider to perform the Services. "Upgrade" means changes to software, configuration, or infrastructure intended to improve functionality or security. "Services" means the access, upgrade, maintenance and related professional services described in Section 2.

2. SCOPE OF WORK

3. ACCESS, SECURITY & SCHEDULING

3.1 Access Provisioning: Provider will be granted Access by the Client in accordance with the schedule set forth in the Scope of Work. Provider's personnel shall use unique credentials and comply with Client security policies while performing Services.

3.2 Security Controls: Provider shall implement reasonable technical and organizational measures to protect systems and data, including encryption where applicable, least-privilege access, and logging of administrative actions. Provider shall not copy Client data except as necessary to perform Services and as authorized in writing.

3.3 Scheduled Downtime and Notices: Provider shall coordinate scheduled downtime in advance and use commercially reasonable efforts to minimize disruption. Emergency upgrades must be communicated promptly to the Client contact identified in this Agreement.

4. UPGRADES, TESTING AND ACCEPTANCE

Provider shall perform upgrades in accordance with the mutually agreed test plan. Upon completion of upgrade activities, Provider will notify Client and Client shall have a period of days to perform acceptance testing. If Client does not provide written notice of rejection within that period, the Services subject to the upgrade shall be deemed accepted.

5. PAYMENT TERMS

All fees are exclusive of taxes. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in the performance of the Services.

6. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

7. CONFIDENTIALITY

7.1 Definition: "Confidential Information" means non-public business, technical, financial and operational information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care), and (c) not disclose Confidential Information to third parties except to employees, contractors or professional advisors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those herein.

7.3 Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) was in the Recipient's possession prior to disclosure, or (iv) is independently developed by Recipient without use of the Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Discloser (unless prohibited) and cooperate with Discloser to seek confidential treatment.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages.

9. INTELLECTUAL PROPERTY

Client retains all right, title and interest in Client data. Provider retains all right, title and interest in its pre-existing tools, methodologies and intellectual property. To the extent Provider creates new deliverables specifically for Client as part of the Services, ownership of such deliverables will be as set forth in the Scope of Work; absent written agreement to the contrary, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes.

10. INSURANCE

Provider shall maintain commercially reasonable insurance coverage appropriate to the Services rendered and shall provide evidence of such coverage upon request.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its assets.

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