Legal TAP Document

LEGAL TAP DOCUMENT

This Technology Access and Participation Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , Entity Type: Corporation LLC , Principal Place of Business: ; and Recipient Name: , Entity Type: Individual Partnership , Principal Place of Business: .

RECITALS

WHEREAS, Provider develops, maintains and controls certain systems, platforms and services described as Designated Systems:

WHEREAS, Recipient seeks access to the Designated Systems for the limited purpose of participation in Provider's Technology Access Program and related activities described in Section 2 (Permitted Use);

WHEREAS, the parties wish to define the terms and conditions governing Recipient's access, Provider's obligations, security requirements, and allocation of risk between the parties.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Access Credentials" means the identifiers, passwords, tokens and other authorization mechanisms provided by Provider to Recipient to enable access to the Designated Systems.

1.2 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that, by its nature, should reasonably be understood to be confidential, including but not limited to technical specifications, non-public system architecture, user data, and security protocols. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement.

2. GRANT OF ACCESS AND PERMITTED USE

2.1 Provider hereby grants Recipient a limited, non-exclusive, non-transferable right to access the Designated Systems solely for the Permitted Use described below and subject to the terms and conditions of this Agreement.

2.2 Permitted Use: Recipient may use the Designated Systems only to:

3. ACCESS PROCEDURES, SECURITY AND DATA HANDLING

3.1 Access Credentials will be issued to Recipient upon execution of this Agreement. Recipient must maintain the confidentiality of Access Credentials and promptly notify Provider of any suspected compromise.

3.2 Security Standards: Recipient shall implement and maintain administrative, physical and technical safeguards to protect Confidential Information and any personal data accessed via the Designated Systems in accordance with the security standard:

3.3 Data Handling: Recipient shall process, store and transmit data accessed through the Designated Systems only as permitted by Provider and in compliance with applicable law. Recipient shall not export, copy or distribute Confidential Information except as expressly authorized in writing.

4. FEES; PAYMENT

4.1 Fees. If applicable, Recipient shall pay the fees set forth below: Fee Amount: ; Payment Terms:

4.2 All amounts are exclusive of taxes. Recipient is responsible for all taxes, duties or levies related to the fees, except taxes based on Provider's net income.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and continues for a term of unless earlier terminated as provided herein.

5.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

6.1 Each party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

6.2 Compelled Disclosure. If a party is required by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party (to the extent permitted) and cooperate regarding any protective measures.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER PROVIDES THE DESIGNATED SYSTEMS "AS IS" AND DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Recipient. Recipient shall defend, indemnify and hold harmless Provider and its officers, directors and employees from and against any third party claim arising out of Recipient's breach of this Agreement, misuse of the Designated Systems, or violation of law.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. NOTICES

Provider Notice Contact

Provider Notice Address

Recipient Notice Contact

Recipient Notice Address

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses provided above, and shall be effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

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

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified as Governing State:

11.2 Entire Agreement. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

12.2 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between them.

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