User Rights Access Agreement

USER RIGHTS ACCESS AGREEMENT

This User Rights Access Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and User Name: .

WHEREAS

WHEREAS, Provider Name: owns or manages certain systems, applications, data, and related resources (collectively, "Systems") and is authorized to grant controlled access to Users; and

WHEREAS, User Name: requires access rights to the Systems in order to perform specified duties and agrees to accept the responsibilities and limitations set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Provider grants User the non-exclusive, non-transferable rights to access the Systems strictly for the purposes described above and subject to the conditions and limitations set forth in this Agreement. User shall use the access only for authorized activities and in accordance with Provider policies and applicable law.

PAYMENT TERMS

All fees are payable in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due Net 30 days from invoice date. Late payments shall incur the Late Fee specified above, and Provider may suspend access for unpaid accounts after providing written notice and a reasonable cure period.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for any reason upon providing the Notice Period specified above to the other party. Provider may terminate immediately for cause, including but not limited to unauthorized use, breach of Confidentiality, or material nonpayment. Upon expiration or termination, User's access rights shall cease and User shall return or securely destroy all Provider materials in User's possession.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by Provider to User that is marked confidential or that, by its nature, should reasonably be considered confidential. User shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to authorized personnel with a need to know; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes public knowledge through no fault of User; (ii) was lawfully in User's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information. Monetary damages may be inadequate to remedy a breach; Provider retains the right to seek injunctive relief.

DATA SECURITY AND ACCESS CONTROLS

User shall comply with Provider security policies and any supplemental access control procedures communicated in writing. User is prohibited from granting access to third parties without Provider's prior written consent. User must promptly report any suspected security incidents or unauthorized access and shall cooperate with Provider in any investigation and remediation.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. Provider's aggregate liability under this Agreement shall not exceed the amounts paid by User to Provider under this Agreement during 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Assignment of rights under this Agreement requires the prior written consent of the non-assigning party, except that Provider may assign to an affiliate or successor by merger or sale of substantially all assets.

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