User Management Template

User Management Agreement

This User Management Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Service Provider operates identity, authentication, and account administration systems and provides user lifecycle management services; and

WHEREAS, Client desires Service Provider to perform user account provisioning, role assignment, access control administration, onboarding and offboarding processes, and associated administrative tasks under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform user management services for Client, including but not limited to: creation and deletion of user accounts, assignment and revocation of roles and permissions, onboarding and offboarding procedures, periodic access reviews, multi-factor authentication enrollment support, and audit logging. Specific tasks, deliverables, and acceptance criteria are described below and may be amended by written agreement of the parties.

2. User Onboarding and Offboarding

Service Provider shall implement and follow Client-approved onboarding and offboarding checklists. Onboarding shall include identity verification, role assignment, and delivery of login credentials or MFA setup instructions. Offboarding shall include immediate revocation of access, credential disabling, and confirmation of account deletion where required.

3. Payment Terms

Client shall pay Service Provider for the services rendered under this Agreement in accordance with the following payment terms.

Invoices shall be due within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning the day after the invoice due date until paid in full.

4. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:

End Date:

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

5. Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall: (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

Confidential Information shall not include information that is: (i) already known to the receiving party without restriction at the time of disclosure; (ii) generally available to the public through no fault of the receiving party; (iii) rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) independently developed without use of Confidential Information.

6. Audit, Access, and Recordkeeping

Service Provider shall maintain records relating to user provisioning, deprovisioning, role changes, and access review logs. Client may, once per twelve-month period and upon reasonable notice, audit relevant records and procedures to verify compliance, provided such audit does not unreasonably interfere with Service Provider operations and is conducted during normal business hours.

7. Data Retention and Deprovisioning

Service Provider shall retain user account data only as necessary to satisfy obligations under this Agreement and in accordance with Client retention instructions. Upon termination or expiration of this Agreement, Service Provider shall follow Client's written instructions to return, securely transfer, or delete user data and access credentials in a manner that preserves the security and integrity of Client data.

8. Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability resulting from gross negligence or willful misconduct, Service Provider's aggregate liability under this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

9. Governing Law; Entire Agreement; Amendment

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

This Agreement, including any schedules and attachments 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, representations, and understandings. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

All notices required or permitted under this Agreement shall be delivered in writing to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be effective upon receipt.

11. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

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