Business Protection Agreement

BUSINESS PROTECTION AGREEMENT

Effective Date:

RECITALS

WHEREAS, Provider is engaged in the business of providing protective services, security planning, and proprietary business-continuity measures, and possesses specialized methods, processes and trade practices necessary to provide those services; and

WHEREAS, Client desires to retain Provider to implement and maintain reasonable measures to protect Client's business, assets, and confidential information from unauthorized disclosure, loss, or interference, and Provider is willing to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties wish to define their respective rights and obligations regarding the scope, compensation, confidentiality, term, and termination of the business protection services to be performed.

SCOPE OF WORK

Description of Services: Provider shall perform the protection services described below in a professional, workmanlike manner in accordance with industry standards. The parties may amend the specific tasks and deliverables in writing.

PAYMENT TERMS

Compensation: Client shall pay Provider for services rendered under this Agreement in accordance with the amount and schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with Provider's reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Termination shall not relieve Client of obligations to pay for services performed and reasonable wind-down costs.

Effect of Termination: Upon termination, Provider shall deliver to Client any work product completed through the termination date and shall, at Client's direction, return or destroy Confidential Information as set forth below. Accrued payment obligations survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer lists, security protocols, and proprietary methods.

Obligations: The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect it with at least the same degree of care as its own confidential information but not less than reasonable care, and (iii) disclose it only to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is or becomes publicly known through no breach by receiving party or is rightfully received from a third party without restriction. If compelled by law or order to disclose Confidential Information, the receiving party shall provide prompt notice to allow the disclosing party to seek a protective order.

INTELLECTUAL PROPERTY AND PROTECTION MEASURES

Ownership: Except as expressly set forth in writing, Client retains ownership of Client's preexisting intellectual property and any materials provided to Provider. Provider retains ownership of Provider's preexisting tools, methodologies, trade secrets, and enhancements thereto. To the extent new jointly created work product is created, ownership will be allocated as set forth in a written exhibit or amendment.

Protective Measures: Provider shall implement and maintain administrative, technical, and physical safeguards reasonably appropriate to protect Client's assets and Confidential Information consistent with industry standards for similar services.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, damages and expenses arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, subject to the indemnified party's mitigation obligations.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree that any action to enforce this Agreement shall be brought in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in interest in connection with a sale of substantially all of Provider's business.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party provides in writing to the other.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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