Business Services Full Access

BUSINESS SERVICES FULL ACCESS AGREEMENT

Parties

Recitals

WHEREAS, Service Provider maintains and operates software, account management tools, data repositories and administrative services necessary for the Client's business operations (collectively, Services); and

WHEREAS, Client desires that Service Provider grant Full Access privileges to identified personnel so that Service Provider may perform configuration, maintenance, and administrative tasks on behalf of Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the grant and use of such Full Access privileges under the terms of this Agreement effective as of .

Scope of Work

Service Provider shall perform the services described below (Services). Service Provider's grant of Full Access entitles designated Service Provider personnel to perform administrative tasks, configuration, data migration, integrations, monitoring, and troubleshooting consistent with Client-authorized systems and accounts.

Full administrative access (create, modify, delete accounts, configurations, and data)
Read-only access (viewing and reporting only)
Limited administrative access (specific modules or functions)

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below according to the schedule described. Fees are exclusive of applicable taxes and third-party charges unless otherwise stated.

If any undisputed payment is not received within days after the due date, Client will pay a late fee equal to of the overdue amount per month until paid in full.

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 written notice to the other party delivered no fewer than days prior to the effective termination date.

Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Upon termination, Service Provider will promptly revoke all Full Access privileges and, at Client's direction, either return or securely destroy Client data in Service Provider's possession to the extent permitted by applicable law.

Confidentiality

"Confidential Information" means non-public business, technical, financial, and other information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The recipient of Confidential Information shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential obligations do not apply to information that: (i) was already known to the recipient without obligation of confidentiality; (ii) is or becomes publicly available through no breach of this Agreement; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the recipient without reference to the disclosing party's Confidential Information. Upon termination or written request, recipient shall return or certify destruction of Confidential Information, except to the extent retention is required by law or internal compliance systems, in which case the information shall remain subject to the confidentiality obligations herein.

Security and Access Controls

Service Provider shall maintain administrative and technical safeguards appropriate to the sensitivity of Client data and shall promptly notify Client of any unauthorized access or security incidents involving Client systems. Service Provider shall cooperate with Client's reasonable incident response and forensic investigation requests.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement; Modification

This Agreement, including all exhibits, schedules and incorporated documents, 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. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency relationship between the parties.

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing below is authorized to do so.

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