External Users Agreement

EXTERNAL USERS AGREEMENT

This External Users Agreement ("Agreement") is entered into as of Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Provider maintains certain systems, data, and services for business operations and permits access to authorized external users for business purposes; and

WHEREAS, External User requires access to Provider systems or data in order to perform the services described in the Scope of Work and agrees to comply with Provider policies and the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, limitations and responsibilities with respect to access, use, confidentiality, security and payment.

Scope of Work

Provider shall grant External User the specific access rights described below for the purpose described. External User shall use access solely for the permitted purpose and shall not exceed the scope of authorized use.

Payment Terms

External User shall pay Provider the fees specified below in consideration for the services and access provided under this Agreement. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Provider shall invoice External User in accordance with the payment schedule. Unless otherwise stated, undisputed invoices not paid within the agreed payment terms shall accrue the stated late fee on the outstanding balance until paid. External User shall notify Provider in writing within ten (10) days of receipt of an invoice of any disputed amounts and the parties shall cooperate in good faith to resolve such dispute.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice not less than days to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination or expiration of this Agreement, External User shall immediately cease all access to Provider systems and return or securely destroy all Provider Confidential Information in its possession in accordance with the Confidentiality provisions below.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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. Confidential Information includes, without limitation, business processes, system architecture, security controls, data, trade secrets, and pricing.

The receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall remain protected so long as they qualify as trade secrets under applicable law.

Representations, Warranties and Limitation of Liability

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Provider warrants that access will be provided in a commercially reasonable manner in accordance with Provider's standard practices. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY EXTERNAL USER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement

This Agreement, together with 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, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall be enforced to the maximum extent permitted by law.

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