Miscellaneous Password Addendum

MISCELLANEOUS PASSWORD ADDENDUM

This Password Addendum (the "Addendum") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Provider currently maintains administrative, application and system credentials necessary to operate, administer, or access certain systems, services and accounts used by Client; and

WHEREAS, the parties desire to document responsibilities, handling, transfer and protection of passwords and related authentication materials in connection with the services described in the underlying agreement referenced below;

WHEREAS, this Addendum amends and supplements the terms of the agreement titled: dated .

SCOPE OF WORK

The Provider will perform the following password and credential-related services. Provider shall maintain an accurate inventory of all credentials covered by this Addendum and shall act in accordance with the security standards set forth herein.

PASSWORD INVENTORY & ACCESS

Provider shall maintain a secure record (the "Inventory") listing each credential covered by this Addendum, including account name, system, access level, and custodial owner. The Inventory shall be treated as Confidential Information under this Addendum.

CREDENTIALS COVERED

Check all categories of credentials that are included under this Addendum:

SECURITY STANDARDS AND HANDLING

Provider shall store and transmit credentials only in encrypted form using industry-standard cryptographic controls. Provider shall not transmit plaintext passwords over unencrypted email or chat. Where a password manager or vault is used, Provider shall maintain administrative controls and logging sufficient to demonstrate compliance with this Addendum.

Rotation schedule (if applicable): . Provider will rotate or change credentials upon reasonable request, upon suspected compromise, and upon termination of access.

Multi-factor authentication shall be enabled for all accounts where technically feasible. Provider shall maintain access logs and make them available to Client upon reasonable request for audit or incident investigation subject to the confidentiality provisions below.

PAYMENT TERMS

As compensation for any credential-management services specified in this Addendum, Client shall pay Provider as follows.

TERM AND TERMINATION

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

Either party may terminate this Addendum for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause may occur immediately upon written notice where the other party materially breaches a security obligation and fails to cure within a commercially reasonable period.

Upon termination or expiration, Provider shall promptly transfer or securely destroy, at Client's election, all credentials and remove Provider access from Client systems within a commercially reasonable time, not to exceed 15 days unless otherwise agreed in writing.

CONFIDENTIALITY

For purposes of this Addendum, all passwords, secrets, keys, access tokens, and the Inventory are Confidential Information of Client. Provider shall not disclose, share, or use Confidential Information except as necessary to fulfill obligations under this Addendum. Provider shall implement reasonable administrative, technical, and physical safeguards designed to protect Confidential Information against unauthorized access, use, or disclosure.

Provider shall promptly notify Client upon discovery of any suspected or actual unauthorized access or compromise of credentials and shall cooperate fully in remediation and forensic investigation.

AUDIT RIGHTS & COMPLIANCE

Client may, on reasonable prior notice and during normal business hours, audit Provider's compliance with the terms of this Addendum, including review of relevant logs and evidence of controls. Such audits will be conducted in a manner that minimizes interference with Provider's operations and preserves Provider confidentiality.

LIABILITY AND INDEMNITY

Each party's liability arising from a breach of this Addendum shall be subject to the limitations and exclusions of liability set forth in the underlying agreement. Provider agrees to indemnify and hold Client harmless for direct losses resulting from Provider's gross negligence or willful misconduct in handling or protecting credentials.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

Except as expressly modified herein, the underlying agreement remains in full force and effect. This Addendum and the underlying agreement constitute the entire understanding between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating to credential handling.

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

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly authorized representatives.

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