Tech Use Agreement Template

TECH USE AGREEMENT TEMPLATE

This Tech Use Agreement ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires access to and use of certain technology, software, systems, and related services for business operations (the "Technology"); and

WHEREAS, Service Provider possesses the technical capacity and rights to provide access, support, maintenance, and any necessary licensing for the Technology; and

WHEREAS, the parties desire to set forth the terms and conditions governing Client's authorized use of the Technology and Provider's obligations in connection therewith.

SCOPE OF WORK

Provider shall deliver the services described above, including provisioning of software access, user account management, routine maintenance, and reasonable technical support as set forth in the schedule attached or described in the Scope of Work.

PAYMENT TERMS

Provider will issue invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall incur interest at the rate of on the outstanding balance, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date: — Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within a commercially reasonable period not to exceed days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use such information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no breach hereof, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Obligations of confidentiality shall survive termination of this Agreement for years.

DATA OWNERSHIP AND PRIVACY

Client retains all right, title, and interest in its data submitted to or generated through the Technology ("Client Data"). Provider shall not use Client Data except to provide the services and as expressly permitted by Client in writing. Provider shall maintain reasonable administrative, technical, and physical safeguards to protect Client Data consistent with industry standards and applicable law.

SECURITY AND ACCESS

Provider shall implement and maintain security measures designed to protect Technology and Client Data from unauthorized access, disclosure, alteration, and destruction. Provider shall promptly notify Client of any confirmed security incident affecting Client Data and shall cooperate in any reasonable investigation and remediation.

USE RESTRICTIONS

Client shall ensure that Authorized Users comply with acceptable use policies established by Provider. Client shall not (a) attempt to reverse engineer or derive source code, (b) remove notices or labels, (c) use the Technology to transmit illegal content, or (d) exceed agreed user entitlements. Provider may suspend access for violations after reasonable notice if such violations present material risk.

LIMITATION OF LIABILITY AND INDEMNITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable for special, incidental, consequential, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Client shall indemnify and hold Provider harmless from third-party claims arising from Client Data, Client's misuse of the Technology, or Client's breach of this Agreement.

INSURANCE

Provider shall maintain commercially reasonable insurance coverage to support its obligations under this Agreement. Upon reasonable request, Provider shall provide evidence of insurance to Client.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

PARTY CONTACTS

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets, provided the successor assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the contact information provided above or to such other address as either party designates in writing.

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