EITAS Signature Agreement

EITAS Signature Agreement

Parties and Recitals

This EITAS Signature Agreement (the Agreement) is made effective as of by and between:

Client Name:

Service Provider Name:

WHEREAS, Client desires to retain Service Provider to perform certain electronic identity, trust and authentication services described below (the Services); and

WHEREAS, Service Provider represents that it has the experience, personnel, and technical capacity to provide the Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their mutual obligations, payment terms, confidentiality requirements and dispute resolution provisions with respect to the Services.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Late Payment Fee: If any undisputed amount owed is not received within days of its due date, Service Provider may charge a late fee equal to on the outstanding balance, provided that such charge shall be reasonable and in accordance with applicable law.

Expenses: Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in performing the Services. Expense reimbursement terms and caps (if any) must be set forth in the Payment Schedule.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party.

Effect of Termination: Upon termination, Service Provider shall deliver work-in-progress and Client shall pay for all Services performed and expenses reasonably incurred up to the effective date of termination, subject to setoffs for unremedied breaches.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical data, trade secrets, business plans, customer lists and authentication methodologies.

Obligations: The Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it employs to protect its own similar confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was rightfully known to the Receiving Party without restriction prior to disclosure, (iii) is independently developed without use of the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party not under an obligation of confidentiality.

Intellectual Property and Data

Ownership: Unless otherwise expressly agreed in a written exhibit, Service Provider retains ownership of its pre-existing technology, tools, methodologies and know-how. Deliverables specifically commissioned by Client for which full payment has been made shall be owned by Client, subject to Service Provider's retention of underlying intellectual property and general purpose tools.

Data Security: Service Provider shall implement and maintain industry-standard administrative, technical, and physical safeguards to protect Client data processed in connection with the Services and shall notify Client promptly of any unauthorized access to such data.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement and that its performance will comply with all applicable laws, regulations, and industry standards.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict-of-law principles.

Disputes: The parties shall endeavor in good faith to resolve any dispute arising under or relating to this Agreement through negotiation. If negotiation fails, the dispute shall be resolved by the courts located in the county of the Governing State specified above, and each party irrevocably consents to exclusive jurisdiction and venue in those courts.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or a breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Additional Provisions

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