Client Access Agreement

CLIENT ACCESS AGREEMENT

This Client Access Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). Client and Provider are collectively referred to herein as the "Parties."

RECITALS

WHEREAS, Provider operates and maintains certain systems, software, platforms, and information resources (collectively, "Systems") to which Client requires access for the purpose of receiving services described herein; and

WHEREAS, Client desires to obtain access to the Systems for authorized personnel in order to perform business functions and Provider is willing to grant such access under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, limitations, security obligations, and compensation for Client's access to the Systems.

SCOPE OF ACCESS

Provider shall grant Client and Client's authorized users access to the Systems strictly for the purposes and functions described below. Access shall be limited to the accounts, permissions, modules, and data expressly specified by Provider and necessary for Client's performance under this Agreement.

ACCESS CONDITIONS AND SECURITY

Client shall ensure that all persons granted access are authorized, trained, and bound by confidentiality and acceptable use policies at least as protective as those contained in this Agreement. Client shall use unique credentials for each authorized user and shall not share account credentials. Provider may suspend access immediately upon detection of unauthorized activity, security incidents, or material breach by Client or its users.

Client shall implement reasonable administrative, physical and technical safeguards to protect access credentials and any data obtained through the Systems. Provider will maintain commercially reasonable security measures and shall notify Client promptly upon discovery of a material security breach affecting Client data.

PAYMENT TERMS

In consideration for access granted by Provider, Client shall pay the fees set forth below in accordance with the schedule and terms stated herein. All amounts payable under this Agreement are exclusive of taxes, which Client shall pay in addition to amounts due hereunder unless Client provides a valid exemption certificate.

All undisputed invoices are due in accordance with the Payment Schedule. Client will notify Provider in writing of any disputed invoice within ten (10) days of receipt and will pay undisputed portions as required. Late payments shall accrue the Late Payment Fee set forth above and Provider may suspend access for overdue accounts after providing seven (7) days' written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given not less than days prior to the effective termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall cease all use of Provider credentials and return or destroy all Provider materials and access credentials, and Provider shall deactivate Client access and, where applicable, provide Client with a final export of Client data in Provider's standard export format within fifteen (15) days of termination subject to payment of all outstanding fees.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as is necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Client data, trade secrets, business plans, system access credentials, and technical information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement. Except for a Party's indemnification obligations or willful misconduct, in no event shall either Party's aggregate liability arising under or related to this Agreement exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding 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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over disputes arising from this Agreement.

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. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party shall designate by notice in accordance with this section. Notices are effective upon receipt.

MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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