Business CIIP Document

BUSINESS CIIP DOCUMENT

This Business CIIP Document (the Agreement) is made and entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Client operates business infrastructure, systems and information assets requiring enhanced confidentiality, integrity, and information protection measures, collectively referred to in this Agreement as "CIIP";

WHEREAS, Service Provider possesses personnel, expertise and technical capability to provide CIIP services, including implementation of administrative, physical and technical safeguards to protect Confidential Information and critical business systems; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of CIIP services, the handling of Confidential Information, payment, term and termination, and legal governance;

SCOPE OF WORK

Service Provider shall perform the CIIP services and deliverables described below. The Scope of Work shall include all tasks necessary to implement, monitor and maintain agreed CIIP controls, and shall be performed in accordance with industry-standard practices and the explicit instructions of Client.

PAYMENT TERMS

Client shall pay Service Provider for the CIIP services in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes and any required withholdings unless expressly stated otherwise.

Late payments shall accrue interest and fees as specified below. Service Provider reserves the right to suspend performance if undisputed invoices remain unpaid beyond the cure period provided.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, business, technical, operational and security-related information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally, in writing, electronically, or by inspection, and 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.

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

Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided Recipient gives prompt written notice to Discloser (to the extent legally permitted) and uses reasonable efforts to limit the scope of such disclosure and obtain confidential treatment.

Upon expiration or termination of this Agreement, or upon written request of Discloser, Recipient shall promptly return or securely destroy all Confidential Information and certify in writing that such return or destruction has been completed, except to the extent retention is required by applicable law or reasonable archival practices.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any dispute arising under or related to this Agreement shall reside in the state and federal courts located in that state, unless the parties mutually agree in writing to an alternative forum.

ENTIRE AGREEMENT

This Agreement, including any attachments and appendices expressly incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. 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.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or similar transaction provided the assignee assumes all obligations of the assignor. Any attempted assignment in violation of this section shall be void.

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