Technology Use Agreement Form

TECHNOLOGY USE AGREEMENT FORM

This Technology Use Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , a/an , with principal place of business at , and Client Name: , a/an , with principal place of business at .

RECITALS

WHEREAS, Provider develops, operates, and licenses certain technology, software, systems, documentation, and related services (collectively, "Technology") that enable data processing, communication, and business functionality; and

WHEREAS, Client desires to obtain access to and use the Technology for its internal business operations under the terms and conditions set forth herein; and

WHEREAS, the parties intend to define permitted uses, security obligations, confidentiality protections, and remedies in the event of unauthorized use, data breach, or other violations.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Authorized Users" means individuals authorized by Client to access the Technology pursuant to this Agreement; "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or by its nature should be treated as confidential; "Personal Data" means any information that relates to an identified or identifiable natural person.

2. LICENSE AND ACCESS

Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the Technology solely for Client's internal business purposes and only in accordance with this Agreement and any documentation. Client shall not sublicense, distribute, modify, create derivative works of, or reverse engineer the Technology except as expressly authorized in writing by Provider.

3. PERMITTED AND PROHIBITED USE

Client shall ensure that all use of the Technology complies with applicable law and this Agreement. Client shall not (a) use the Technology to engage in illegal activity or to transmit unlawful material; (b) bypass, disable, or interfere with security features; (c) use automated means to access or extract data except as expressly permitted; or (d) permit third parties to access the Technology except Authorized Users.

4. AUTHORIZED USERS AND CREDENTIALS

Client shall maintain a current list of Authorized Users and promptly revoke access for any individual who is no longer authorized. Client is responsible for all activity under credentials issued to its Authorized Users. Client shall implement reasonable safeguards, including password policies and access controls, to prevent unauthorized use.

5. SECURITY, DATA PROTECTION, AND INCIDENTS

Provider shall implement reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Client Data. In the event of a security incident affecting Client Data, Provider shall notify Client without undue delay and, where possible, provide details of the incident, actions taken, and remediation measures. Notifications shall be provided to the contacts listed in the Notices section.

6. CONFIDENTIALITY

Each party shall treat the other party's Confidential Information with at least the same degree of care as it treats its own similarly sensitive information, but no less than reasonable care. Confidential Information may be disclosed only to employees, contractors, or agents with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that becomes publicly known through no wrongful act of the receiving party or is rightfully obtained from a third party without confidentiality obligations.

7. INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the Technology and any improvements, modifications, or derivative works. Client acknowledges that it acquires only the limited license rights expressly set forth in this Agreement. Client shall not remove or obscure any proprietary notices on the Technology.

8. MONITORING, AUDIT RIGHTS, AND REPORTING

Provider may monitor use of the Technology to ensure compliance with this Agreement and to maintain system integrity. Client shall permit Provider, at Provider's expense and upon reasonable notice, to audit use of the Technology and Client's compliance with security obligations. Provider shall not access Client Data except as necessary to provide services, to comply with law, or to investigate suspected violations.

9. DATA RETENTION AND RETURN

Upon termination of this Agreement, Provider shall, at Client's election, return or securely delete Client Data in Provider's possession in accordance with Provider's standard data disposition procedures, unless retention is required by law. Client may retrieve Client Data during any applicable transition period.

10. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Each party represents that it has the authority to enter into this Agreement. Provider represents that it will provide the Technology materially in accordance with any written documentation. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TECHNOLOGY IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR VIOLATION OF LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

12. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party") from and against third-party claims arising from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, subject to the Indemnified Party providing prompt notice and reasonable cooperation.

13. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' written notice, or immediately by either party for material breach that remains uncured after fifteen (15) days' written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment, confidentiality, and indemnity obligations.

14. NOTICES

All notices under this Agreement must be in writing and delivered by personal delivery, certified mail (return receipt requested), or recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice. Notices are effective upon receipt.

15. AMENDMENTS, WAIVER, AND COUNTERPARTS

No amendment or modification of this Agreement is effective unless in a written instrument signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one instrument.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules, exhibits, and order forms referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

18. SCOPE OF PERMITTED USE

Describe permitted categories of use, limitations on data types, and any restrictions on export, transfer, or sharing of Technology outputs below.

19. FEES AND PAYMENT (IF APPLICABLE)

If fees apply, payment terms, invoicing cadence, and late payment remedies should be set forth in an attached schedule or order form. Indicate the controlling fee schedule reference below.

20. ADDITIONAL PROVISIONS

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