Document Access Comparison Form

Document Access Comparison Form

Parties and Effective Date

WHEREAS, Client Name: (the "Client") has requested access to certain records, systems and documents maintained by Service Provider Name: (the "Provider") for purposes set forth below; and

WHEREAS, the parties wish to document and compare access requested versus access granted, identify discrepancies, assess risk and assign remediation responsibilities in order to maintain appropriate information security and compliance; and

WHEREAS, the parties agree that the terms set forth in this Document Access Comparison Form shall supplement and be governed by the broader agreement between the parties as set forth below.

Document Access Comparison — Instructions

For each listed item identify the document or resource, its storage location, the access rights requested by the Client, the access rights actually granted by the Provider, any discrepancy, an assessment of risk, and the remediation owner and deadline. Attach additional pages as needed and reference row numbers when assigning remediation actions.

Access Comparison — Items

Scope of Work

The Provider shall perform the following comparison, verification and remediation activities with respect to the documents and resources identified in this form and any attachments. The scope includes access enumeration, permission testing, discrepancy reporting and remediation coordination.

Payment Terms

Client agrees to pay Provider for the services described in this form in accordance with the schedule and amounts below. All fees are due in United States dollars unless otherwise agreed in writing.

Term and Termination

This Document Access Comparison Form is effective as of the Effective Date below and shall continue until the completion of the remediation actions or termination as provided herein.

Effective Date:    Completion / End Date:

Either party may terminate this form for convenience upon written notice to the other party delivered no fewer than prior to the effective termination date. Termination shall not relieve the Client of payment obligations for services performed prior to termination.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed in connection with this form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not be used except to perform obligations hereunder and shall not be disclosed to third parties except to the extent necessary to perform such obligations and subject to confidentiality obligations no less protective than those herein.

The foregoing confidentiality obligations do not apply to information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed; or (iv) is required to be disclosed by applicable law, provided the disclosing party gives the other party prompt written notice and cooperates in any lawful effort to limit disclosure.

Governing Law; Entire Agreement

This form shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

This Document Access Comparison Form, together with any referenced attachments or incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating to the subject matter.

Approvals and Certification

The undersigned certify that the information provided in this form is accurate to the best of their knowledge, that any discrepancies have been reported in good faith, and that they are authorized to request or approve access on behalf of their respective organizations.

Client Contact Name:   Client Contact Title:

Provider Contact Name:   Provider Contact Title:

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