User Reduction Agreement

USER REDUCTION AGREEMENT

Agreement Number:   Effective Date:

This User Reduction Agreement (the "Agreement") is entered into by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties previously entered into one or more agreements governing the provisioning of services, software or licenses (the "Master Agreement"), pursuant to which the Provider has been supplying user access rights and related services to the Client; and

WHEREAS, the Client has requested, and the Provider has agreed to effect, a permanent reduction in the number of authorized users (the "User Reduction") subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to document the scope, consideration, timing and operational obligations associated with the User Reduction and to memorialize the Parties' mutual covenants regarding data handling, prorations, and other adjustments resulting from the reduction.

REDUCTION SUMMARY

Reduction Effective Date:   Transition assistance to be provided until:

SCOPE OF WORK

The Provider shall perform the following services in connection with the User Reduction. The Parties acknowledge that the scope below describes the necessary operational changes, access revocations, account deprovisioning, and any data migration or deletion tasks required to effect the reduction.

PAYMENT TERMS

Consideration for the User Reduction (the "Reduction Consideration"): $ . This amount represents the agreed financial adjustment, credit or fee payable in connection with the reduction.

Late payment shall accrue interest at the rate of % per month, or the maximum rate permitted by applicable law, whichever is lower. The Provider may suspend non-essential services if undisputed amounts are more than days overdue after written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. In addition, either Party may terminate for convenience upon days' prior written notice.

Upon termination or expiration, the Parties shall cooperate to effect an orderly cessation of obligations, including finalization of any prorated credits, completion of in-progress transition tasks identified in the Scope of Work, and secure deletion or return of Client data in accordance with the provisions below.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether in oral, written, electronic or other 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. Confidential Information includes, without limitation, customer lists, pricing, account configurations, technical specifications, business plans, and data associated with individual users.

The receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees and contractors who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Section do not apply to information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt notice and cooperates to seek protective treatment.

The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

DATA RETENTION AND DELETION

The Parties agree that, except as expressly authorized by the Client in writing, the Provider will, within days after the Reduction Effective Date or termination of services, delete or render inaccessible Client user data for accounts removed as part of the User Reduction, subject to applicable law and any separate data export arrangements documented in the Scope of Work.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct or gross negligence, each Party's aggregate liability under or related to this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to direct damages up to the amount of fees actually paid or payable by the Client to the Provider under this Agreement during the twelve (12) month period preceding the claim. Neither Party shall be liable for indirect, special, incidental, consequential or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties shall first attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved within 30 days, either Party may pursue any remedy available at law or in equity in the courts of the selected jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and the applicable provisions of the Master Agreement (if any), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, understandings and representations, whether oral or written. No amendment or waiver of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes the assigning Party's obligations hereunder.

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