Client Access Quote

CLIENT ACCESS QUOTE

Quote No.:    Quote Date:    Expires:

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Provider is in the business of providing secure client portal access, account provisioning, maintenance, and associated support services (the "Services") that enable authorized Client users to access specified data and functionality remotely; and

WHEREAS, Client has requested a written quote for access to the Services and related deliverables, including an itemized fee schedule and proposed terms, and Provider has prepared this Client Access Quote setting forth the scope, fees, and standard contractual provisions governing the Services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

Scope of Work

Payment Terms

Itemized fees are as follows: Number of Users:    Rate per User (one-time setup): $    Recurring Monthly Rate per User: $

Total Initial Amount Due: $    Recurring Monthly Fee: $

Late Fee: Late payments shall incur interest at the rate of or the highest rate permitted by applicable law, measured monthly from the invoice due date until paid in full. Client is responsible for all collection costs, including reasonable attorneys' fees.

Taxes: All fees set forth above are exclusive of taxes. Client shall be responsible for any sales, use, value-added, transfer, or other taxes (excluding taxes on Provider's income) arising from this agreement.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this engagement for convenience upon days' prior written notice. Provider may terminate immediately for material breach by Client, including failure to pay undisputed invoiced amounts within 30 days of invoice date. Termination shall not relieve Client of payment obligations for Services performed prior to termination.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Quote and the Services, whether disclosed orally, visually, or in writing, including pricing, business processes, user data, system designs, and technical specifications.

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

Exceptions: Confidential Information shall not include information that is (i) publicly known without breach of this agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to secure a protective order.

Duration: Confidentiality obligations shall survive for a period of years following termination of the Term, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Quote and any related 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 submit to the exclusive jurisdiction of the state and federal courts located in the selected state for resolution of disputes arising out of or relating to this Quote.

Entire Agreement

This Client Access Quote, together with any attachments or executed statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, Client accepts this Quote and authorizes Provider to commence the Services in accordance with the terms, scope, and payment schedule set forth herein. This Quote is an offer and shall become binding upon signature by both parties or upon Provider's issuance of an invoice accepted by Client in writing.

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