Client Access Packet

CLIENT ACCESS PACKET

Client Name:    Client Contact Email:

Service Provider Name:    Provider Contact Email:

RECITALS

WHEREAS, Client desires to grant the Service Provider limited access to certain systems, data, and facilities in order to perform the services described herein; and

WHEREAS, Service Provider represents that it possesses the technical capability and personnel necessary to perform the access, maintenance, monitoring and other activities described below in a professional manner and in compliance with Client policies and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which access will be provided, including scope, security requirements, compensation, confidentiality obligations and termination rights.

SCOPE OF WORK

Systems, applications, or locations to which access is requested:

ACCESS LEVELS & SECURITY OBLIGATIONS

Access types (select all that apply):

Administrative (full configuration and account management)    Read-only (view and reporting)    Limited (specified tasks only)    Remote access (VPN/SSH)

Security requirements: Service Provider shall implement and maintain commercially reasonable administrative, physical and technical safeguards, including unique user accounts, encrypted credentials in transit and at rest, two-factor authentication where reasonably practicable, timely patching of systems accessed, and logging of all privileged activity. Service Provider will promptly notify Client of any suspected or confirmed security incident involving Client data.

PAYMENT TERMS

Compensation for access-related services shall be as follows:

TERM AND TERMINATION

This Access Packet and the access rights granted herein shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Packet for convenience upon written notice delivered at least days prior to the effective termination date. Either party may immediately suspend access and/or terminate upon material breach by the other party that remains uncured for 10 days after written notice, or immediately for a security incident that poses an imminent risk to systems or data.

CONFIDENTIALITY

Service Provider acknowledges that in the course of performing services it will have access to Confidential Information of Client. "Confidential Information" means all non-public information disclosed by Client, whether written, oral or electronic, including but not limited to business, technical, financial, customer and personnel information. Service Provider shall: (a) use Confidential Information solely for the purposes of performing the services set forth in this Packet; (b) restrict disclosure to personnel with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly known without breach, was rightfully known prior to disclosure, or is independently developed.

Upon expiration or termination of access, Service Provider shall return or securely delete all Confidential Information of Client and certify such destruction upon request.

Acknowledgement of confidentiality obligations:

AUDIT, DATA HANDLING AND LIABILITY

Client retains the right to audit Service Provider's compliance with the security and confidentiality obligations set forth herein upon reasonable notice and during normal business hours. Service Provider will maintain records of access and activities and provide logs to Client upon request for a period of .

Each party's liability under this Packet shall be governed by the limitations set forth in any underlying services agreement between the parties. In the absence of such an agreement, liability for direct damages arising from a breach of the confidentiality or security provisions hereunder shall be limited to the greater of proven direct damages or an aggregate amount equal to .

GOVERNING LAW

This Packet shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Client Access Packet, together with any executed statement of work or master services agreement expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. Any modification to this Packet must be in writing and signed by authorized representatives of both parties.

CONTACTS FOR ACCESS AND NOTICES

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