Business Firewall Proposal

BUSINESS FIREWALL PROPOSAL

Proposal Date:    Proposal Number:

Parties and Contact Information

Project Location:

Recitals

WHEREAS, Vendor Name: is engaged in the business of providing network security hardware, software and managed services; and

WHEREAS, Client Name: desires to procure from Vendor firewall equipment, configuration, and ongoing management services as further described in this Proposal; and

WHEREAS, the parties desire to set forth the scope of services, fees, performance obligations, confidentiality and governing law for the proposed engagement.

Scope of Work

Vendor will provide the following services and deliverables. Detailed description of tasks, milestones, acceptance criteria, and deliverable format must be provided by Vendor in the field below.

Itemized Services and Fees

Vendor proposes the following itemized services. Select applicable services and state the proposed fee for each selected line item.

Firewall hardware supply — Model/specification: Fee: $

Installation & configuration — Hours estimated: Fee: $

Managed firewall service (monitoring, rule updates) — Monthly Fee: $

Security policy development and documentation — Fee: $

Onsite training and handover — Fee: $

Payment Terms

Fees shall be payable as follows: Deposit of % of the Total Proposed Fee upon execution; balance due within days of final acceptance. Invoices are payable in U.S. dollars.

Late payment shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees if Vendor enforces payment.

Term and Termination

This engagement will commence on and continue until unless earlier terminated in accordance with this Proposal.

Either party may terminate for convenience upon days' prior written notice. Termination for cause may be effected immediately upon material breach by the other party that remains uncured for days after written notice.

If Client terminates for convenience after Vendor has ordered equipment or performed non-recoverable work, Client shall reimburse Vendor for actual costs plus a reasonable allocation of lost profit as set forth in a termination invoice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that, by its nature, should reasonably be considered confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Proposal, (b) restrict access to those employees or contractors with a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care.

Confidential Information does not include information that is: (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Warranties; Limitation of Liability

Vendor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of days from acceptance. Hardware supplied shall carry the manufacturer's standard warranty, and Vendor will pass through any transferable manufacturer warranties.

EXCEPT AS EXPRESSLY STATED HEREIN, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO VENDOR UNDER THIS PROPOSAL DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

Governing Law; Compliance

This Proposal and any resulting agreement shall be governed by the laws of the State of without regard to conflict of laws principles. Each party shall comply with applicable laws and regulations in the performance of its obligations.

Entire Agreement; Amendments

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior negotiations, representations, or agreements. Any amendment must be in writing and executed by authorized representatives of both parties.

Acceptance

By signing below, Client accepts this Business Firewall Proposal and authorizes Vendor to proceed in accordance with the terms and conditions set forth herein. Execution by both parties constitutes a binding agreement.

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