Business CTI Scan

Business CTI Scan Agreement

This Business CTI Scan Agreement ("Agreement") is entered into by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client operates business systems and information assets that require proactive assessment of cyber threat intelligence risks and exposure; and

WHEREAS, Provider maintains personnel, tools, and methodologies to perform CTI (Cyber Threat Intelligence) scans, threat analysis, and reporting to identify indicators of compromise, adversary behavior, and prioritized remediation recommendations; and

WHEREAS, the parties desire to set forth the terms by which Provider will perform a Business CTI Scan for Client and deliver related findings and recommendations.

Scope of Work

Provider shall perform a targeted Cyber Threat Intelligence Scan that may include: reconnaissance of Client-supplied assets, telemetry review, threat indicator correlation, adversary profiling, identification of active or historical compromises, and prioritized remediation recommendations. The scan expressly excludes intrusive exploitation, destructive testing, or actions likely to materially disrupt Client operations unless separately authorized in writing.

Deliverables

Provider will deliver the following documented outputs as applicable (select applicable items and describe in Scope Description if required):

Initial CTI scan report
External asset discovery and exposure summary
Internal telemetry correlation and timeline (subject to access permissions)
Threat actor profile and indicators of compromise
Remediation and mitigation plan with prioritized actions
Follow-up verification scan (if selected)

Payment Terms

Total Fee:

Invoices are due within days of invoice date. Late payments shall incur a late fee of per month on the outstanding balance, and/or a one-time administrative fee of .

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if such breach remains uncured for a period of 15 days after receipt of written notice describing the breach in reasonable detail.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party 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. Confidential Information includes scan results, threat indicators, internal architecture descriptions provided by Client, and Provider methodologies to the extent such methodologies are not generally known.

Each party shall (a) use Confidential Information only for the performance and exercise of its rights under this Agreement; (b) restrict disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least reasonable care to protect the other party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets, which shall remain protected for as long as they meet the legal definition of a trade secret.

Limitation of Liability and Remedies

Provider's liability for any claim arising out of or relating to this Agreement shall be limited to direct damages and capped at the greater of the total fees paid by Client under this Agreement or . In no event shall either party be liable for consequential, incidental, punitive, or special damages, including lost profits, even if advised of the possibility of such damages.

The parties agree that the remedies set forth in this Agreement are exclusive and the sole remedies available, except for breaches of confidentiality or willful misconduct, for which equitable relief may be sought.

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. Venue for any dispute shall be the state or federal courts located within that State.

Entire Agreement

This Agreement, including any attachments, exhibits, and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

Representations; Authorization

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the individual signing below is authorized to bind the respective party. Client represents that it has provided accurate information about systems and assets to be scanned and has obtained any necessary consents to allow Provider to perform the services described herein.

Notices

The parties have executed this Agreement as of the date of the later signature below.

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