Two-Factor Authentication Form

TWO-FACTOR AUTHENTICATION SERVICE AGREEMENT

This Two-Factor Authentication Service Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Client desires to implement two-factor authentication ("2FA") to enhance access security for specified systems and accounts; and

WHEREAS, Provider is engaged in the business of supplying, configuring and managing multi-factor authentication technologies and related services; and

WHEREAS, the parties wish to set forth the terms under which Provider will supply 2FA services to Client.

SCOPE OF WORK

Provider will supply configuration, deployment, ongoing management, monitoring and limited user support for the 2FA methods selected below. Provider will integrate 2FA with Client-designated systems as expressly agreed in writing and will provide administrative access to Client's designated administrators.

AUTHORIZATION & ENROLLMENT

Client authorizes Provider to enroll Client users, provision authentication credentials, and perform administrative actions necessary for 2FA operation. Client designates the following administrative contact for enrollment and coordination:

2FA Methods to be Enabled (select all that apply):

PAYMENT TERMS

Client agrees to pay Provider for services according to the following terms.

Invoices are due within the payment schedule specified above. Failure to pay when due permits Provider to suspend services after written notice and to charge the agreed late fee. Client remains responsible for all costs of collection, including reasonable attorney fees.

TERM AND TERMINATION

This Agreement commences on Effective Date and continues until the End Date, unless earlier terminated in accordance with this section.

Effective Date: . Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure within the notice period. Termination for convenience by Client requires payment of accrued fees through the effective termination date and any unpaid setup or provisioning costs.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party. Confidential Information includes credentials, setup details, implementation documentation, and audit logs. Confidential Information does not include information that is publicly available through no fault of the receiving party or that is rightfully obtained from a third party without restriction.

Provider will implement industry-standard administrative, technical and physical safeguards to protect Client data and will not disclose Client Confidential Information except to personnel with a need to know or as compelled by law, provided Provider gives prompt notice to Client when permitted.

SECURITY INCIDENTS & NOTIFICATION

Provider shall notify Client without unreasonable delay upon discovery of a security incident that materially affects Client credentials or authentication infrastructure. Notification will describe the nature of the incident, remedial steps taken, and recommended Client actions. Provider's liability for incidents is limited as set forth in this Agreement.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except as to breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Client shall indemnify and hold Provider harmless from claims arising from Client's misconfiguration, misuse of credentials by Client users, or failure to timely notify Provider of suspected compromise.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state governing_law_state. Any dispute arising under this Agreement shall be resolved in the state and federal courts located in the governing jurisdiction, and the parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS ADMINISTRATIVE INFORMATION

By signing below, the signatories represent and warrant they are authorized to bind their respective parties to this Agreement and that the information provided above is true and correct.

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