Legal Multicount Agreement

LEGAL MULTICOUNT AGREEMENT

This Multicount Agreement (the "Agreement") is entered into on this day of , by and between Client Name: , with principal place of business at (the "Client"), and Service Provider Name: , with principal place of business at (the "Provider").

RECITALS

WHEREAS, the Provider offers account management and administrative services allowing the Client to operate and maintain multiple distinct accounts (the "Multicount Services"); and

WHEREAS, the Client desires to engage the Provider to establish, configure, and manage a set of accounts on behalf of the Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to creation, control, confidentiality, compliance, and billing for such accounts.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Account" means an individual account, profile, or instance created or managed by Provider for Client use under the Multicount Services. "Services" means the Provider's multicount management, configuration, maintenance, and support as described in this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall create, configure, and maintain the number of Accounts set forth below and shall perform administrative tasks reasonably necessary for operation of those Accounts. Initial number of Accounts:

2.2 Provider will establish access controls, password policies, and logging consistent with industry practice and any written specifications mutually agreed in writing. A non-exclusive description of account types and configuration requirements is set forth below:

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees set forth in this Section. Initial setup fee: . Recurring fee per billing cycle: .

3.2 Fees are exclusive of applicable taxes. All amounts due under this Agreement are payable within thirty (30) days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. ACCESS, CREDENTIALS AND RESPONSIBILITIES

4.1 Provider will provision credentials for Accounts. Client retains responsibility for all activity arising from use of credentials issued to Client or its authorized users. Client shall promptly notify Provider of any actual or suspected credential compromise.

4.2 Provider may suspend access to any Account where Provider reasonably believes there is a security risk, unlawful activity, or a material breach of this Agreement; Provider will use commercially reasonable efforts to notify Client prior to suspension where notice is practicable.

5. CONFIDENTIALITY

5.1 Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except as permitted herein. Confidential Information excludes information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; or (c) is rightfully obtained from a third party without restriction.

5.2 The receiving party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6. DATA PROTECTION AND COMPLIANCE

6.1 The parties shall comply with all applicable data protection and privacy laws in connection with processing personal data. Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

6.2 Client is responsible for obtaining all necessary consents and rights for Provider to host, store, process, or transmit Client Data as required to provide the Services.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents that it has the full corporate or legal power and authority to enter into and perform this Agreement and that this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

7.2 Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims arising out of Client's misuse of Accounts, Client Data, or Client's breach of this Agreement.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM AND TERMINATION

9.1 This Agreement commences on the Effective Date and continues for an initial term of months, and thereafter shall automatically renew for successive terms of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

9.2 Either party may terminate this Agreement for cause upon thirty (30) days' written notice if the other party materially breaches any provision and fails to cure within the notice period. Termination shall not relieve Client of obligation to pay fees accrued prior to termination.

10. SURVIVAL

Sections concerning Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Governing Law, and any other provisions that by their nature should survive, shall survive termination or expiration of this Agreement.

11. NOTICES

11.1 All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may specify by written notice. Notices shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. Waivers must be in writing.

12.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. Governing jurisdiction:

13.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

13.3 This Agreement, including any attachments and exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

MISCELLANEOUS PROVISIONS

14.1 Assignment. 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, acquisition, or sale of substantially all of Provider's assets.

14.2 Subcontracting. Provider may engage subcontractors to perform Services provided that Provider remains responsible for the performance of its subcontractors and compliance with this Agreement.

SIGNATURES

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