Digital Account Requirements Template

Digital Account Requirements Template

Client Name:     Provider Name:

Effective Date:

Whereas

WHEREAS, Client requires the creation, configuration, and ongoing management of one or more digital accounts and associated access rights for the purpose of conducting Client business operations in accordance with the specifications set forth in this document; and

WHEREAS, Provider has represented that it possesses the technical capabilities, security controls, and personnel to provision, maintain, and support such digital accounts and integrations under the terms and conditions herein; and

WHEREAS, the parties desire to set forth the requirements, responsibilities, deliverables, payment terms, and confidentiality obligations applicable to the digital accounts to be established for Client.

1. Scope of Work

Provider shall perform the following services to create, configure, deploy, and support digital accounts for Client in accordance with the requirements below and the acceptance criteria set forth in Section 6.

2. Account Provisioning & Access

Account Type(s) required:    Number of Accounts:

Multi-factor authentication required: Yes     Single Sign-On (SSO) required: Yes

Authentication method details:

3. Security, Data & Compliance

Data in transit encryption standard:    Data at rest encryption:

Retention period:    Backup frequency:

4. Payment Terms

Total Fee for Services: $

Late Payment Fee:    Invoicing Cycle:

All fees are exclusive of applicable taxes and are payable in United States Dollars unless otherwise agreed in writing.

5. Term and Termination

Term Start Date:    Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Provider may terminate immediately for material breach by Client, and Client may terminate for Provider's material, uncured breach after a day cure period.

Upon termination, Provider shall (i) disable access to the accounts as directed by Client, (ii) deliver to Client a copy of Client data in a commonly used export format within days, and (iii) securely delete remaining Client data in Provider systems in accordance with the data retention provisions above unless otherwise required by law.

6. Acceptance Testing and Criteria

Acceptance Period (days):

7. Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party agrees to (i) maintain such Confidential Information in strict confidence, (ii) not disclose it to third parties except to employees, consultants or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely for the purpose of performing its obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

8. Intellectual Property and Data Ownership

Client retains all right, title and interest in and to Client Data uploaded, entered, or otherwise provided to Provider. Provider retains all right, title and interest in and to pre-existing tools, software, methodologies and general know-how; Provider grants Client a non-exclusive, non-transferable license to any Provider-owned deliverable only to the extent expressly necessary for Client's use of the deliverables hereunder, unless otherwise agreed in writing.

9. Warranties, Indemnity and Limitation of Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Each party agrees to indemnify, defend and hold harmless the other party from third party claims arising from its gross negligence, willful misconduct, or breach of this Agreement. Neither party's aggregate liability for direct damages shall exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES.

10. Notices and Contacts

11. Governing Law; Entire Agreement

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.

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous written or oral agreements, understandings and representations. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

12. Miscellaneous

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

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