Client Whitelist Form

CLIENT WHITELIST FORM

This Client Whitelist Agreement is entered into by and between:

Client Name:    Service Provider:

Effective Date:

WHEREAS

WHEREAS, Client requires access to certain systems, services, or network resources operated by Provider and desires that Client or Client's designated assets be placed on Provider's whitelist to permit such access under specified terms; and

WHEREAS, Provider agrees to grant whitelist access subject to the conditions, obligations, and fees set forth in this Agreement, and Client agrees to maintain the security, accuracy, and compliance of all whitelisted items.

SCOPE OF WHITELIST ACCESS

The Provider will add Client assets to Provider's whitelist solely as described below. Client acknowledges that whitelist inclusion is limited to the systems, addresses, domains, accounts, and access levels expressly listed and that any expansion requires an amendment to this form or additional approval.

PAYMENT TERMS

Client agrees to pay Provider the fees for whitelist services as set forth below. Fees are non-refundable except as otherwise stated in this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after the notice period specified above. Provider may suspend whitelist access immediately upon reasonable belief of misuse, security compromise, or nonpayment.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed in connection with whitelist activities that is designated confidential or would reasonably be understood to be confidential. Confidential information shall not be disclosed except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected as long as they qualify.

DATA SECURITY AND COMPLIANCE

REPRESENTATIONS, INDEMNITY AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Client represents that all information provided for whitelist purposes is accurate. Client shall indemnify and hold harmless Provider against claims arising from Client's misuse of whitelist access, failure to secure whitelisted assets, or violation of applicable law. Provider's liability arising from this Agreement shall be limited to direct damages up to the total fees paid by Client for the specific whitelist service at issue; in no event shall Provider be liable for consequential, incidental, or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This document, together with any signed attachments or executed amendments, constitutes the entire agreement between the parties regarding whitelist services and supersedes all prior understandings. Any modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATION

By signing below, the undersigned certify that the information provided herein is complete and accurate, that they are authorized to request or grant whitelist access on behalf of their respective parties, and that they accept the terms of this Agreement.

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