Business SSO Report

BUSINESS SSO REPORT AGREEMENT

This Business SSO Report Agreement (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Client operates business systems requiring centralized identity management and desires a formal Business Single Sign-On (SSO) Report that documents existing authentication architecture, security gaps, and recommended remediation and implementation steps; and

WHEREAS, Service Provider has experience performing technical assessments, architecture reviews, and preparing formal SSO reports and deliverables, and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider will prepare and deliver a Business SSO Report describing findings, risk analysis, prioritized recommendations, and implementation guidance as more particularly set forth below.

SCOPE OF WORK

Service Provider shall perform the services described in this Section (the Services). The Services include technical discovery, architecture review, interviews with Client personnel, testing of existing SSO integrations, risk analysis, and preparation of a written Business SSO Report including prioritized recommendations and an implementation roadmap.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms.

All payments are exclusive of applicable taxes. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance of the Services upon submission of receipts.

TERM AND TERMINATION

The term of 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 by providing the other party with days' prior written notice. Upon termination for convenience, Client shall pay Service Provider for Services performed and documented expenses incurred to the date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other 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, including but not limited to system architecture, credentials, configuration details, security findings, and remediation plans.

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

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided the receiving party gives reasonable prior notice to the disclosing party to permit it to seek protective relief.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages are an inadequate remedy and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and the Scope of Work set forth herein, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, or agency relationship. Each party represents and warrants 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 duly authorized to bind the party.

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