Business Services SSL Document

Business Services SSL Document

This Business Services SSL Document (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of procuring, configuring, and managing Secure Sockets Layer (SSL) certificates and related security services for internet-facing assets, and possesses the technical expertise to perform such services; and

WHEREAS, Client desires to retain Service Provider to provide SSL certificate procurement, installation, maintenance and related business services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the full understanding and obligations of the parties with respect to such services.

Scope of Work

Service Provider shall perform the services specified below. Service Provider will procure, validate, install, and configure SSL/TLS certificates for Client-controlled domains, manage certificate renewals, and provide related configuration guidance and troubleshooting. Specific deliverables, milestones and technical acceptance criteria shall be described in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the services rendered. Fees are exclusive of applicable taxes unless otherwise stated.

If Client fails to pay any undisputed amount when due, Client shall pay a late fee equal to on the past-due balance, or the maximum lawful rate if lower. Service Provider may suspend services for nonpayment after ten (10) days' written notice.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon written notice to the other party. Termination for material breach is permitted if the breaching party fails to cure within after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed through the effective date of termination and for reasonable wind-down costs incurred in connection with orderly transfer of services.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) 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 ("Confidential Information"). Confidential Information includes, without limitation, private keys, certificate of authority credentials, network configuration details, pricing, and business process information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations. Service Provider further represents that services will be performed in a professional manner consistent with industry standards for SSL provisioning and related services. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of each party arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

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

Assignment and Subcontracting

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, provided that Service Provider may engage subcontractors so long as Service Provider remains responsible for the subcontracted work and ensures confidentiality obligations are maintained.

Amendments; Entire Agreement

This Agreement 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 amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) business day after delivery to an overnight courier service.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement and that it is authorized to execute this Agreement on behalf of the party for which it signs.

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