Business Web Access Document

Business Web Access Document

This Business Web Access Document (the Agreement) is entered into by and between (Service Provider) and (Client), effective as of .

WHEREAS

WHEREAS, Service Provider operates and maintains certain web-based systems and administrative portals necessary to deliver digital services and support to Client; and

WHEREAS, Client requires controlled access to specified web systems for authorized personnel to perform business functions, subject to the terms and restrictions set forth in this Agreement; and

WHEREAS, the parties desire to define the scope, responsibilities, confidentiality obligations, payment terms and termination rights with respect to such web access.

Scope of Work

Administrator — full administrative control including user management and configuration.

Editor — create, edit and publish content within permitted modules.

Viewer — read-only access to designated areas and reports.

Access Controls and Security Responsibilities

Service Provider will provision access only to the users named in the Authorized Users list and will apply commercially reasonable technical and administrative safeguards to protect credentials and data. Client will ensure that its users maintain the confidentiality of credentials and comply with acceptable use policies. Any suspected compromise of user credentials must be reported in writing to Service Provider within days of discovery.

Payment Terms

Late payments shall incur interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, calculated from the payment due date until paid in full. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in recovering overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by one party to the other, including credentials, system configurations, business processes, trade secrets, and customer data. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees or contractors with a need to know and ensure they are bound by confidentiality obligations at least as protective as those herein; and (c) implement appropriate technical and organizational measures to protect Confidential Information from unauthorized access, disclosure or destruction.

Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, that was independently developed by the receiving party without use of the disclosing party's Confidential Information, or that is rightfully received from a third party without restriction. Upon termination or expiration of this Agreement, the receiving party shall cease use of and, at the disclosing party's election, either return or destroy Confidential Information and certify in writing that such actions have been taken.

Representations and Warranties; Limitations

Each party represents that it has the full corporate power and authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

EXCEPT FOR CLAIMS ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) 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 the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in .

Entire Agreement

This Agreement, including any appendices and written attachments executed 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, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Notices

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