User Management UM App

GENERAL BUSINESS AGREEMENT — USER MANAGEMENT UM APP

Parties

Provider Name:    Provider Address:

Client Name:    Client Address:

Provider Entity Type: Corporation LLC Individual

Client Entity Type: Corporation LLC Individual

Recitals

WHEREAS, Provider develops, maintains and licenses software functionality and administrative services for user account provisioning, authentication, authorization, role management, and audit logging within the User Management UM App; and

WHEREAS, Client desires to procure from Provider certain services to implement, configure, and support the User Management UM App as further described in this Agreement; and

WHEREAS, Provider and Client desire to set forth the terms and conditions under which such services will be delivered and compensated.

Scope of Work

Provider will perform the services described below in accordance with the timelines and deliverables specified. The parties agree that the following description constitutes the complete scope of work for which Provider will be compensated:

Payment Terms

Payments not received within days of the invoice due date shall incur a late fee equal to per month on the outstanding balance, or the maximum permitted by applicable law, whichever is less.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical data, software (including source code and object code), system configurations, user credentials, and audit logs.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The foregoing shall not apply to information that: (i) was in the public domain at the time of disclosure; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or certify the destruction of Confidential Information and shall cease all use of such Confidential Information. Notwithstanding the foregoing, Receiving Party may retain one archival copy of Confidential Information solely to ensure compliance with its obligations under this Agreement and applicable law.

Intellectual Property and License

Provider retains all right, title and interest in and to the User Management UM App, including all enhancements, modifications, and derivative works. Provider grants Client a limited, non-exclusive, non-transferable license to use the UM App solely for Client's internal business purposes during the Term, subject to the payment and usage restrictions set forth in this Agreement. Client retains ownership of Client Data. "Client Data" means data inputted by or for Client in the UM App. Provider shall not use Client Data except to provide the services and as otherwise expressly permitted herein.

Warranties; Disclaimers; Indemnity

Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of its representations, including claims related to unauthorized disclosure of Confidential Information or infringement arising from the indemnifying party's materials.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and 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, or representations, written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by notice. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Acknowledgment

The undersigned representatives expressly warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign and that the information provided above is true and correct.

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