Awareness Training MXDR Aware

Awareness Training MXDR Aware

This Awareness Training Agreement (the Agreement) is entered into as of Day: Month: Year: by and between Provider Name: (Provider) and Client Name: (Client).

WHEREAS

WHEREAS, Provider is engaged in the business of designing and delivering cybersecurity awareness and managed detection and response-related training programs under the trade name MXDR Aware and possesses the expertise, materials and personnel necessary to provide such training;

WHEREAS, Client desires to retain Provider to deliver awareness training to Client personnel for the objectives set forth below and Provider agrees to provide such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend that the training shall improve Client personnel awareness of detection, response and reporting procedures specific to Client operations and that certain materials may be confidential and proprietary to Provider and/or Client.

Scope of Work

Provider shall deliver the awareness training program described below to Client in accordance with the schedule and deliverables stated. Provider will provide qualified instructors, curriculum, course materials and assessments as set forth in the Scope of Work.

Training materials and slides

Live instructor-led sessions (virtual or onsite)

Participant assessments and reporting

Certificate of completion for participants

Payment Terms

As consideration for the services and deliverables provided under this Agreement, Client shall pay Provider in accordance with the terms below.

Any undisputed amount not paid when due shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of . Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. 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 after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and non-cancelable costs incurred through the effective date of termination. Sections concerning Confidentiality, Payment, Indemnification and Governing Law shall survive termination.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. Confidential Information shall mean non-public information that a reasonable person would consider confidential given its nature and the circumstances of disclosure, including training materials, assessment results, personnel data and proprietary methodologies. Each party shall (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) restrict disclosure to those employees or contractors who need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (iii) protect Confidential Information with 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 shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party’s possession prior to disclosure; or (c) is independently developed without use of the disclosing party’s Confidential Information. Required disclosures by law shall be governed by notice and protective order practices where feasible.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party shall assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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