Monitoring Portal Document

Monitoring Portal Document

This Monitoring Portal Document (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Service Provider maintains and operates an electronic monitoring portal for access to monitoring data, logs, alerts, and related services (the "Portal"), and Client desires to obtain access to and use of the Portal for purposes of monitoring Client systems as further described below;

WHEREAS, Service Provider agrees to provide, and Client agrees to accept, access to the Portal and associated monitoring services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the parties' mutual rights and obligations regarding Portal access, data handling, confidentiality, fees and termination.

Scope of Work

Service Provider shall provide access to the Portal and shall perform the monitoring services described below. The scope of the Portal access and monitoring services to be provided is:

Access, Accounts and Security

Service Provider will create or enable Portal accounts for Client personnel. Client shall provide a list of authorized users and shall promptly notify Service Provider in writing of any changes to authorized users. Client is responsible for all activity that occurs under Client accounts. Service Provider will implement reasonable administrative, physical and technical safeguards to protect Portal access and data, including user authentication and role-based access controls.

Payment Terms

In consideration of the services provided, Client shall pay Service Provider fees in accordance with this section.

Late payments shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of 30 days after written notice specifying the breach. Upon termination, Service Provider will disable Client access to the Portal and will, at Client's direction and subject to applicable fees, return or securely destroy Client data in Service Provider's possession.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including Portal credentials, monitoring data, system configurations, and security findings. Each receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information using 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 employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, or that is rightfully received from a third party without restriction.

Data Ownership and Use

Client retains all right, title and interest in and to Client Data collected, submitted to or generated through the Portal. Service Provider is granted a limited, non-exclusive license to use Client Data solely to provide the monitoring services and to comply with this Agreement. Service Provider may aggregate and anonymize data derived from Client Data for internal analytics and service improvement provided that such aggregated data does not identify Client or its personnel.

Access Logs and Monitoring Rights

Service Provider shall retain administrative logs of Portal access and actions in accordance with its standard retention practices and as required by law. Client may request export of Client-specific logs during the Term. Service Provider may monitor usage to enforce acceptable use policies, detect security incidents, and ensure proper operation of the Portal.

Representations; Warranties; Limitation of Liability

Each party represents it has authority to enter into this Agreement. Service Provider warrants that it will provide services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any exhibits or order forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

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