SSO Agreement

SSO AGREEMENT

This Single Sign-On Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider operates and licenses a software application and related services requiring user authentication and desires to permit users of Client to authenticate via Client's identity provider using Single Sign-On (SSO) protocols under the terms set forth herein;

WHEREAS, Client maintains an identity provider (IdP) or uses a third-party IdP and seeks integration with Service Provider's service to enable federated authentication for its authorized users; and

WHEREAS, the parties wish to define the technical responsibilities, payment terms, confidentiality, security obligations, term, and termination rights applicable to the SSO integration and ongoing support.

Scope of Work

Service Provider shall: (a) implement and test SSO integration using mutually agreed protocols (e.g., SAML 2.0, OpenID Connect) and technical artifacts provided by Client; (b) provide configuration guidance, metadata exchange, and at least one test environment validation; and (c) deliver documentation of the integration and a production cutover checklist.

Payment Terms

If any undisputed amount due under this Agreement is not paid within days after the due date, interest shall accrue on the overdue amount at a rate of until paid. Parties agree that Service Provider may suspend provisioning or support for Client's SSO integration for amounts overdue beyond days following written notice.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider will return or destroy Client data transmitted for the purpose of SSO integration in accordance with the parties' agreed procedures, and Client shall pay all undisputed fees accrued through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public technical, business, or security information ("Confidential Information") received from the other party (the "Disclosing Party") in connection with this Agreement. Confidential Information includes, without limitation, integration details, metadata, credentials, security configurations, and any non-public documentation.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Security and Data Handling

Service Provider shall implement and maintain reasonable technical and organizational measures to protect data exchanged in connection with SSO, including encryption in transit, access controls, and secure handling of authentication tokens and metadata. In the event of a security incident affecting Client data, Service Provider will notify Client without undue delay and cooperate in remediation and regulatory response as required by applicable law.

Representations and Warranties; Liability

Each party represents that it has full corporate power and authority to enter into this Agreement. Service Provider warrants that it will perform the integration services in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits and appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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