Business MXDR Proposal

BUSINESS MXDR PROPOSAL

This Business MXDR Proposal (the "Proposal") is made as of Proposal Date: by and between Service Provider Name: ("Service Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Service Provider maintains a managed extended detection and response program, including threat monitoring, detection engineering, incident response coordination, and continuous threat hunting services (collectively, "MXDR Services"); and

WHEREAS, Client desires to procure the MXDR Services described herein to improve Client's security posture and to reduce time-to-detect and time-to-respond to security incidents; and

WHEREAS, the parties intend for this Proposal, when accepted in writing by the Client, to constitute the agreement between them setting out the scope, fees, term, and certain legal commitments governing the MXDR Services.

SCOPE OF WORK

Service Provider will perform the following MXDR Services for Client. The parties acknowledge that specific deliverables, implementation milestones, and acceptance criteria are set forth below and in any Statement of Work executed under this Proposal.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the MXDR Services. Fees are exclusive of applicable taxes unless otherwise indicated.

All invoices are due within days of invoice date. Overdue amounts shall accrue interest at a rate of per month (or the maximum lawful rate, if lower). In addition, Client shall be responsible for reasonable collection costs and attorney fees incurred by Service Provider to collect past-due amounts.

TERM AND TERMINATION

The term of this Proposal shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Proposal. The initial term may be extended by mutual written agreement.

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider will provide a final invoice and reasonable assistance to transition services in accordance with an agreed transition plan.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use, except as required to perform its obligations under this Proposal, any non-public business, technical, or security information disclosed by the other party (the "Disclosing Party") and marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Proposal; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration, the Receiving Party shall, at the Disclosing Party's option, return or destroy Confidential Information and certify such return or destruction. Nothing in this Proposal prevents the Receiving Party from disclosing Confidential Information to comply with applicable law or a valid order of a court or governmental body, provided that, to the extent permitted, the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek confidential treatment or other protective measures.

LIMITED WARRANTY; LIABILITY

Service Provider warrants that it will perform the MXDR Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS PROPOSAL. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIMS ARISING FROM OR RELATING TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any executed Statements of Work, exhibits, or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

ADDITIONAL TERMS

By signing below, the parties confirm that the individual signing on behalf of each party has the authority to bind that party to the terms of this Proposal. If Client accepts this Proposal, please indicate acceptance by checking the box below and signing the authorized signature block.

Client accepts the terms of this Proposal and authorizes Service Provider to commence work in accordance with the Scope of Work and Payment Terms set forth above.

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