Business Continuity Plan Test

BUSINESS CONTINUITY PLAN TEST

This Business Continuity Plan Test Agreement (the Agreement) is entered into as of Company Name: and Service Provider Name: . The parties agree as follows:

WHEREAS

1. WHEREAS, Company maintains a Business Continuity Plan (BCP) intended to preserve material business functions during and following a disruptive event and seeks to validate the effectiveness of selected BCP procedures through a controlled test; and

2. WHEREAS, Service Provider possesses expertise to design, execute, observe, and report on such tests, including coordination of technical failover, communications exercises, and post-test analysis; and

3. WHEREAS, the parties desire to set forth the scope, schedule, payment, confidentiality, and other terms governing the planning and execution of the Business Continuity Plan Test.

SCOPE OF WORK

TEST SCHEDULE & TYPE

Proposed Test Date:    Proposed Test Window/Time:

Test Types (select all that apply): Tabletop Exercise Full Failover Partial Failover Communications Test

PAYMENT TERMS

Total Fee:

Late Payment: Unpaid amounts shall accrue interest at % per month (or maximum permitted by law), plus costs of collection.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Termination for cause shall be effective immediately upon written notice if the non‑terminating party materially breaches this Agreement and fails to cure within 15 days after written notice.

CONFIDENTIALITY

Each party shall maintain as Confidential Information all non-public information disclosed by the other party in connection with the Test, including test plans, system configurations, sensor logs, observer notes, and final reports. Confidential Information shall not include information that is (a) already known to the receiving party without restriction, (b) publicly available other than by breach of this Agreement, or (c) independently developed without use of or reference to the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own most sensitive confidential information, but in no event less than reasonable care. Test results, except as required by law or regulatory inquiry, shall not be disclosed to third parties without the disclosing party’s prior written consent. Notwithstanding the foregoing, anonymized aggregate findings may be used by Service Provider for internal quality assurance if no party‑identifying details are disclosed.

RISK ALLOCATION & REPRESENTATIONS

The parties acknowledge and agree that the Test is a controlled simulation intended to validate procedures. The Service Provider will exercise reasonable care to avoid disruption to live operations, but cannot guarantee absence of impact. Each party is responsible for its own systems and for notifying internal stakeholders prior to the Test. Except as expressly set forth herein, neither party makes any warranties, express or implied, including fitness for a particular purpose.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice‑of‑law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any attachments, appendices, and the Scope of Work described above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices must be delivered in writing to the addresses or contacts designated by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor entity in connection with a merger or sale of all or substantially all of its assets.

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