Business SSO Document

BUSINESS SINGLE SIGN-ON (SSO) AGREEMENT

Parties

Company:

Service Provider:

Recitals

WHEREAS, Company desires to implement a Single Sign-On (SSO) solution to consolidate user authentication across designated applications and to delegate the technical implementation, ongoing management, and limited administrative access to the Service Provider; and

WHEREAS, Service Provider has represented that it provides secure SSO services, including identity federation, authentication, configuration management, and technical support, and is willing to provide such services to Company under the terms set forth in this Agreement; and

WHEREAS, the parties agree that this Agreement shall become effective as of and shall govern the provision of SSO services described herein.

Scope of Work

Service Provider will provide configuration, integration, testing, deployment, monitoring, and limited administrative maintenance for Company’s Single Sign-On implementation. Services include identity provider (IdP) configuration, service provider (SP) connectors for agreed applications, role and group mapping, multi-factor authentication configuration where applicable, and documented handover upon completion.

Payment Terms

Company shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. Fees are exclusive of taxes unless otherwise stated.

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 material breach by the other party if such breach is not cured within the notice period specified above following written notice. Either party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors. Termination for convenience is permitted only where expressly stated in the payment schedule and subject to payment of all accrued fees through the effective termination date.

Confidentiality

Each party (Recipient) shall keep confidential and not disclose or use any Confidential Information of the other party (Discloser) except as required to perform its obligations under this Agreement. Confidential Information includes, without limitation, account credentials, configuration details, system architecture, source data, and business information. Recipient shall employ at least the same degree of care to protect Discloser’s Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Data Security and Access

Service Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the data and in accordance with industry standards. Provider shall restrict access to Company’s production configuration and user data to authorized personnel on a need-to-know basis and shall log and retain administrative access records for a minimum of ninety (90) days or as otherwise required by law.

Company may, upon reasonable prior notice, audit Service Provider’s compliance with security obligations. Company shall observe Provider’s reasonable security and confidentiality procedures while conducting any audit. Check to acknowledge audit right:

Representations, Warranties and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES. LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES PAID BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or breach of its confidentiality obligations, subject to the indemnified party providing prompt notice and reasonable cooperation in the defense of any such claim.

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 laws principles.

Entire Agreement

This Agreement, together with any attachments and statements of work signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the primary contacts listed above or to such other address as either party may designate by notice in accordance with this Section. Notice is effective upon receipt.

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