Business CSOC Document

BUSINESS CSOC SERVICES AGREEMENT

This Business CSOC Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider maintains and operates a Cyber Security Operations Center (CSOC) offering continuous monitoring, threat detection, triage, and coordinated incident response for commercial clients; and

WHEREAS, Client desires to engage Service Provider to provide CSOC Services as specified in this Agreement and Provider is willing to provide such services pursuant to the terms, conditions, and fees set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

The Scope of Work shall include continuous monitoring, log collection and analysis, alert validation, incident classification, initial containment recommendations, escalation to on-call incident response personnel, periodic threat assessments, and delivery of monthly reports. Specific deliverables, acceptance criteria, and escalation contacts are described in the foregoing Description of CSOC Services and in any statements of work incorporated by reference.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise stated, payments are due within days of invoice receipt. All payments shall be made in United States Dollars.

If Client fails to pay any undisputed amount when due, Provider may suspend services upon ten (10) days' prior written notice and shall have the right to recover all costs of collection, including reasonable attorneys' fees.

SERVICE LEVELS AND OPERATIONAL REQUIREMENTS

Provider shall maintain commercially reasonable industry-standard processes and personnel for monitoring, alert triage, and incident escalation. Response targets are as follows: initial triage within for critical alerts and within for non-critical alerts, subject to adjustments in a mutually executed statement of work.

24/7 Monitoring    Incident Response On-Call    Proactive Threat Hunting

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the specified notice period following written notice. Termination for convenience by Client requires payment for services rendered through the effective date of termination and any non-cancellable third-party costs incurred by Provider.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is designated confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality do not apply to information that is: (i) rightfully known by the receiving party prior to disclosure; (ii) becomes publicly available without breach; (iii) rightfully received from a third party free to disclose; or (iv) independently developed without use of the other party's Confidential Information. Any compelled disclosure shall be limited to the extent necessary and, to the extent permitted, the receiving party shall provide prompt notice to the disclosing party.

DATA SECURITY AND PRIVACY

Provider will implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the information processed and the scope of the Services. Provider shall notify Client without undue delay upon becoming aware of a confirmed security incident affecting Client data and will cooperate in reasonable incident response and remediation efforts. The parties shall document any additional data handling, retention, or deletion requirements in an attachment to this Agreement as required by applicable law or Client policy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, together with any exhibits, statements of work, and attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, liabilities, and costs arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate reasonably with the indemnifying party's defense.

NOTICES

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