User ID Management Template

USER ID MANAGEMENT TEMPLATE

This User ID Management Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client requires controlled creation, modification, suspension and removal of user identifications and access privileges used to access the Client's systems and data; and

WHEREAS, the Service Provider has the skill, personnel and procedures necessary to manage User ID lifecycle, maintain access records, and perform periodic access reviews in accordance with industry-standard security practices; and

WHEREAS, the parties desire to document the scope, responsibilities, payment, confidentiality and governance applicable to the User ID management services described herein.

SCOPE OF WORK

The Service Provider will perform User ID management services for the Client, including but not limited to account provisioning, privilege assignment, password lifecycle management, access reviews, deprovisioning, and audit logging. Specific activities, deliverables and acceptance criteria shall be as described below and in the Operational Procedures.

ROLES AND RESPONSIBILITIES

The parties agree the Service Provider shall be responsible for the operational execution of the services described. The Client shall be responsible for approval of role assignments, provisioning authorizations, and timely notification of personnel changes.

Services to be performed by the Service Provider (select applicable activities): Create user IDs Deactivate user IDs Reset passwords Periodic access reviews

Authentication and password policy requirements: days expiration; multi-factor authentication required: Yes

PAYMENT TERMS

In consideration for the services rendered, the Client shall pay the Service Provider as follows.

Fee: $ payable according to the following schedule.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum lawful rate, whichever is lower. The Client remains responsible for costs of collection and reasonable legal fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach which remains uncured for thirty (30) days after written notice, or immediately for unauthorized access or material security breach that jeopardizes Client data.

CONFIDENTIALITY

The parties acknowledge that the performance of services will involve access to confidential information. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, (c) disclose Confidential Information only to employees or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement. Confidential Information shall not include information that is public without breach, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

Upon termination or request, the Service Provider shall return or securely destroy all Client Confidential Information and provide written certification of destruction, except as preservation is required by law or for limited archival purposes subject to continued confidentiality obligations.

COMPLIANCE, AUDIT AND RECORDS

The Service Provider shall maintain administrative and technical safeguards necessary to protect accounts and shall retain logs and records of account provisioning, deprovisioning and access reviews for a minimum of three (3) years unless a different retention period is required by law. The Service Provider shall permit the Client, or a mutually agreed independent auditor, to audit compliance with the terms of this Agreement upon reasonable prior notice and during normal business hours.

LIMITATION OF LIABILITY

Except for liability arising from intentional misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 AND AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets provided the assignee assumes all obligations hereunder.

NOTICES

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