Remote Access Agreement

REMOTE ACCESS AGREEMENT

Provider Name:      Provider Address:

Recipient Name:      Recipient Address:

RECITALS

WHEREAS, Provider owns and operates electronic systems, networks, applications, and data that are necessary for Recipient to perform certain services and requires controlled remote access to enable such services; and

WHEREAS, Recipient requires limited remote access solely for the purposes described in this Agreement and agrees to comply with Provider's security, confidentiality, and operational policies while accessing Provider resources; and

WHEREAS, the parties wish to define the scope, terms, and conditions under which remote access will be granted and used.

SCOPE OF WORK

ACCESS AND SECURITY REQUIREMENTS

Recipient will be granted only the minimum access privileges required to perform the Scope of Work. Recipient shall comply with Provider's security controls, including but not limited to:

• Use of unique credentials and multi-factor authentication where required;
• Prohibition on sharing credentials with any other person;
• Prompt installation of security updates on any device used to access Provider systems;
• Use of encrypted connections and approved remote access tools only.

PAYMENT TERMS

As consideration for the remote access and related services, Recipient shall pay Provider in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:      End Date:

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period specified above. Provider may terminate or suspend access immediately if Recipient's access creates an imminent security risk to Provider systems.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information includes all non-public information disclosed or accessed in connection with remote access, including system configurations, access credentials, business data, technical documentation, and personal data. Recipient shall:

• Use Confidential Information solely for performance of the Scope of Work;
• Not disclose Confidential Information to any third party except as strictly necessary to perform the Scope of Work and only after such third party has agreed in writing to confidentiality obligations at least as protective as those herein;
• Implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction;
• Promptly notify Provider of any actual or suspected unauthorized access, use, or disclosure of Confidential Information and cooperate in investigation and remediation efforts.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed without use of Provider Confidential Information.

AUDIT RIGHTS AND RECORDING

Provider may monitor, record, and audit remote access sessions and activity logs at any time for security, compliance, and operational purposes. Recipient consents to such monitoring and acknowledges that no expectation of privacy applies to activity while connected to Provider systems.

DATA BREACH AND INCIDENT RESPONSE

Recipient shall notify Provider without undue delay, and in any event within 48 hours of discovery, of any suspected or confirmed security incident affecting Provider systems or Confidential Information. Recipient shall cooperate with Provider in investigation, containment, remediation, and required notifications to affected parties and authorities.

INDEMNIFICATION; LIMITATION OF LIABILITY

Recipient shall indemnify, defend, and hold harmless Provider from any claims, liabilities, losses, or damages arising from Recipient's negligent or willful misuse of remote access or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or violation of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to remote access and supersedes all prior oral or written agreements, proposals, and communications on the subject. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any right or provision must be in writing. 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 corporate sale or reorganization.

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