Business CISC Document

Business CISC Document

Parties

Client Name:

Corporation LLC Partnership Other

Service Provider Name:

Corporation LLC Partnership Other

Effective Date:

Recitals

WHEREAS, Client Name: seeks to engage Service Provider to perform information security and compliance services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and controls required to assist Client with Confidential Information Security and Compliance (CISC) activities; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope of services, payment terms, confidentiality, and related matters.

Scope of Work

Services shall include implementation of security controls, risk assessments, policy development, remediation guidance, and periodic compliance reporting as specified in the Description of Services above. Any material change to the Scope of Work must be agreed in writing by both parties.

Payment Terms

Late Payment Fee: If any undisputed amount is not paid within days after the due date, interest shall accrue at per month, or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether oral, written, electronic or observable, including business plans, customer data, security and vulnerability assessments, technical designs, source code, and any personal data subject to privacy laws.

Obligations: The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information to protect against unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Accordingly, upon a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

Return or Destruction: Upon termination or upon written request, Receiving Party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or reasonable record retention policies.

Security and Breach Notification

Provider shall maintain commercially reasonable security measures appropriate to the nature of the Confidential Information. Provider shall notify Client of any confirmed security incident affecting Client's Confidential Information within hours of discovery and shall cooperate with Client in investigating, containing and remedying the incident.

Audit Rights: Client shall have the right, upon reasonable prior notice and during normal business hours, to conduct an audit of Provider's security controls applicable to Client Data, provided that such audits are conducted in a manner designed to minimize disruption to Provider's operations and protect other clients' Confidential Information.

Limitation of Liability

Except for each party's indemnification obligations, willful misconduct, or breach of confidentiality, neither party shall be liable for incidental, special, consequential, punitive or exemplary damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amount paid or payable by Client to Provider for the Services performed under this Agreement during the twelve (12) month period preceding the event giving rise to 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 provisions.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, commitments or agreements, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, and that performance of its obligations will not violate any other agreement to which it is a party. Provider further represents that it will perform Services in a professional and workmanlike manner consistent with industry standards.

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