Employee Badging Package

EMPLOYEE BADGING PACKAGE

This Employee Badging Package Agreement (the "Agreement") is entered into by and between Company Name: and Badge Service Provider: .

WHEREAS

WHEREAS, Company requires identification badges, access control provisioning, and related badging services for its employees, contractors, and visitors (collectively, "Badge Services");

WHEREAS, Provider is engaged in the business of producing, programming, and managing identification badges and access credentials and represents that it has the experience, personnel, equipment, and capacity to provide such services; and

WHEREAS, the parties desire to set forth the terms pursuant to which Provider shall deliver Badge Services to Company in accordance with the scope, schedule, fee structure, confidentiality obligations, and other provisions set forth below.

SCOPE OF WORK

BADGE ISSUANCE DETAILS

Employee / Badge Recipient Name: Employee ID:

Position: Department:

Permanent    Temporary    Contractor    Visitor

Main Building    Secure Labs    Data Center    Parking Garage

Badge ID Number: Issue Date: Expiration Date:

Photograph Provided: Yes    No    If other, describe:

PAYMENT TERMS

Fees for badge production, credential programming, and ongoing management shall be as follows. Company agrees to pay Provider the amounts described below in accordance with the payment schedule specified. All fees are payable in United States dollars and are exclusive of applicable taxes.

Any past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Late payments exceeding days may result in suspension of service until payment is remitted.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice no less than days to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, employee, and operational information disclosed by either party in connection with this Agreement. Each party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law or valid court order, provided the recipient gives prompt written notice and seeks protective measures to limit disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

COMPLIANCE, RETURN, AND LOSS

Company shall ensure that employees and badge recipients comply with badge use policies. Upon termination of employment or as otherwise requested, badge recipients must return badges to Company within days. Lost or unreturned badges may incur a replacement fee of .

Provider shall maintain reasonable administrative, technical, and physical safeguards to protect credential data and shall notify Company promptly of any unauthorized access affecting badge credentialing.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party shall indemnify and hold harmless the other from claims arising out of its negligence or willful misconduct in connection with this Agreement. Neither party shall be liable for consequential damages except for breaches of confidentiality or intentional misconduct.

ACKNOWLEDGMENTS

The undersigned representatives each certify that they are authorized to bind their respective party and acknowledge that the foregoing statements are true and complete.

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