Legal Visitor Management Agreement

LEGAL VISITOR MANAGEMENT AGREEMENT

This Visitor Management Agreement ("Agreement") is made and entered into as of by and between Provider Name: , a Entity Type: Corporation LLC Partnership Individual, with principal place of business at (hereinafter "Provider"), and Client Name: , with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider operates a visitor management system that records, screens, and issues credentials to visitors to Client's premises and offers related hardware, software, and services that enable controlled site access; and

WHEREAS, Client desires to engage Provider to install, operate, and maintain such visitor management services at the Client's facilities identified in this Agreement, and Provider is willing to provide the services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities regarding visitor screening, data collection, system access, and liability as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the installation, configuration, maintenance, hosting, operation, and support of the visitor management system and any related hardware, software, badges, kiosks, and reporting tools provided by Provider under this Agreement.

1.2 "Confidential Information" means all non-public information disclosed by one party to the other, whether in written, electronic, or oral form, including visitor records, security protocols, account credentials, and system configurations.

2. SCOPE OF SERVICES

2.1 Provider shall supply and install the hardware and software components described in the attached Appendix A and shall provide the Services necessary for operation, including initial configuration, on-site or remote commissioning, routine maintenance, and technical support during Provider's standard support hours.

2.2 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of this warranty shall be to re-perform the deficient Services or, at Provider's option, refund amounts paid for the defective portion of the Services.

3. VISITOR REGISTRATION, BADGES, AND ACCESS CONTROL

3.1 Provider shall implement registration procedures, issue temporary credentials or badges, and integrate with Client access control systems as set forth in the Services. Provider shall maintain logs of visitor entries and exits subject to the Data Retention requirements in Section 4.

3.2 Client shall designate authorized staff to approve visitor access, supervise visitors while on premises, and promptly notify Provider of any security incidents or unauthorized access events.

4. DATA COLLECTION, USE, AND RETENTION

4.1 Provider will collect visitor data including name, affiliation, photo, identification numbers, arrival and departure times, and host information. Provider shall collect and process such data only for the purpose of providing the Services and as authorized by Client.

4.2 Data Retention Period: Visitor records shall be retained by Provider for a period of unless otherwise required by law or agreed in writing.

4.3 Provider shall implement reasonable administrative, technical, and physical safeguards to protect personal data against unauthorized access, disclosure, or destruction, consistent with industry-standard security practices.

5. SECURITY, ACCESS, AND INCIDENT RESPONSE

5.1 Provider shall maintain access controls, encryption where appropriate, and logging sufficient to detect and investigate security incidents. Provider will notify Client within of becoming aware of any unauthorized access materially affecting Client's visitor data.

5.2 Client shall promptly implement recommended security measures for on-site operations and shall restrict administrative access to designated personnel.

6. CONFIDENTIALITY

6.1 Each party shall hold in confidence and not disclose the other party's Confidential Information except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

6.2 The obligations under this Section shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without breach of confidentiality; or (c) is independently developed by the receiving party.

7. FEES AND PAYMENT

7.1 Client shall pay Provider the fees set forth in Appendix B. Initial setup fees, recurring subscription fees, and charges for replacement hardware are due in accordance with the payment schedule in Appendix B.

8. LIABILITY AND INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

8.2 Except for liabilities arising from a party's gross negligence, willful misconduct, or breach of confidentiality or data protection obligations, neither party shall be liable to the other for incidental, consequential, special, punitive, or indirect damages, and each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

9. INSURANCE

Provider shall maintain commercial general liability insurance and professional liability/errors and omissions coverage in amounts sufficient to meet its obligations under this Agreement. Upon Client's request, Provider shall provide certificates of insurance evidencing such coverage.

10. TERM AND TERMINATION

10.1 Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of unless earlier terminated in accordance with this Section.

10.2 Termination for Cause: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches the Agreement and fails to cure such breach within the notice period.

11. AUDIT AND COMPLIANCE

11.1 Upon reasonable notice, Provider shall permit Client or an independent auditor designated by Client to audit Provider's compliance with the data security and privacy obligations set forth in this Agreement, provided such audit is conducted during normal business hours and in a manner that does not unreasonably interfere with Provider's business operations.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below. Notice is effective upon personal delivery, the next business day for overnight courier, or three (3) business days after deposit in certified mail, return receipt requested.

13. AMENDMENTS; WAIVER

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified by Client's primary address without regard to its conflict of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with all appendices, schedules, and statements of work expressly 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.

16. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding for all purposes.

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