Business CRIT Letter

BUSINESS CRIT LETTER

Recitals

WHEREAS, Client Name: , with principal address at (the "Client"), requires specialized Critical Response, Investigation and Triage services (collectively, "CRIT Services"); and

WHEREAS, Service Provider: , with principal address at (the "Provider"), represents that it has the personnel, systems, and experience to perform CRIT Services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other material terms governing the provision of CRIT Services as of Effective Date: .

Scope of Work

Provider shall perform CRIT Services as described below. Services shall include, without limitation, immediate incident triage, forensic data collection, incident containment planning, coordination with Client personnel, and delivery of an incident report and remediation recommendations.

Payment Terms

Client agrees to pay Provider the fees and expenses described below in consideration for Provider's performance of CRIT Services. All amounts are stated in U.S. Dollars unless otherwise indicated.

Provider may suspend performance if any undisputed invoice remains unpaid beyond the invoice due period following ten (10) days' prior written notice. Client shall remain responsible for all fees, expenses, and costs accrued through the date of suspension or termination.

Term and Termination

This Agreement commences 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 providing Notice Period: days' prior written notice to the other. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay Provider for Services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic, or observed, including incident data, logs, forensic findings, remediation plans, and business information. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, that was rightfully received from a third party without restriction, or that was independently developed without use of the other party's Confidential Information.

The parties agree to treat Confidential Information as strictly confidential and to use Confidential Information solely for the purposes of performing obligations under this Agreement. Each party shall employ commercially reasonable safeguards to protect Confidential Information from unauthorized use or disclosure. Disclosure required by applicable law or valid legal process is permitted provided the disclosing party, where lawful and practicable, provides prompt written notice and cooperates to seek confidential treatment or other protective measures.

Both parties' obligations shall be mutual as stated above.

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 courts of that State for resolution of disputes arising under or in connection with this Agreement.

Entire Agreement

This letter, including the Scope of Work and Payment Terms contained herein, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, 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.

Representations and Remedies

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality obligations and agree that injunctive relief shall be available in addition to any other remedies at law or in equity.

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