Client Information Portal

CLIENT INFORMATION PORTAL AGREEMENT

This Client Information Portal Agreement (Agreement) is entered into by and between Client Name: and Service Provider Name: , effective as of (Effective Date).

WHEREAS

WHEREAS, the Provider operates and maintains an electronic Client Information Portal (Portal) that provides secure storage, access, and management of client data and related documents; and

WHEREAS, the Client desires the Provider to establish and maintain access to the Portal on the terms and conditions set forth in this Agreement, and the Provider is willing to provide such access and related services in consideration of the fees and obligations stated herein.

WHEREAS, the parties intend by this Agreement to allocate responsibilities for data security, confidentiality, and access controls, and to set forth payment, term, and termination provisions governing use of the Portal.

1. CLIENT CONTACT AND ENTITY INFORMATION

2. SCOPE OF WORK

Provider will provide access to and administer the Portal for the Client, including secure storage of documents, user account management, data export capabilities, and technical support as described below. Provider shall perform the services with reasonable skill and care and in accordance with industry-standard security practices.

3. PAYMENT TERMS

In consideration for Portal access and services, Client shall pay Provider the fees set forth below. All amounts are stated in the agreed currency and are exclusive of taxes unless otherwise indicated.

Provider may suspend access to the Portal for overdue payments if invoices are not remedied within the payment terms, subject to Provider providing written notice and a reasonable cure period as set forth in Section 5.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party upon written notice and a thirty (30) day cure period unless otherwise agreed in writing. Provider may also terminate or suspend access immediately if required by law or if continued access would create a material security risk.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other in oral, written or electronic form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including Client data uploaded to the Portal.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration or destruction.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully in the receiving party’s possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) is rightfully received from a third party free to disclose such information.

6. DATA SECURITY AND ACCESS

Provider shall maintain commercially reasonable technical and organizational measures appropriate to the nature of the data to protect Client data. Provider will implement access controls, encryption at rest and in transit, and routine backups. Provider will notify Client promptly upon discovery of any confirmed breach of Client data and shall cooperate in remediation.

7. LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from a party’s willful misconduct or gross negligence or for breaches of confidentiality or data protection obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the six (6) months preceding the claim.

Client shall indemnify and hold harmless Provider from third-party claims arising from Client’s misuse of the Portal, Client-provided content that infringes third-party rights, or Client’s failure to comply with applicable laws in connection with use of the Portal.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or a successor in connection with a merger or sale of substantially all of its assets.

Sign Now