Business Protection BizGuard LITE

Business Protection BizGuard LITE Agreement

This Business Protection Agreement ("Agreement") is entered into as of Effective Date:

Parties

WHEREAS

WHEREAS, Client desires to obtain from Service Provider subscription-based business protection services branded BizGuard LITE, consisting of monitoring, incident response coordination, and limited advisory support as described herein; and

WHEREAS, Service Provider represents that it has the experience and resources to perform the services set forth in this Agreement and will provide such services in a professional manner consistent with industry standards for comparable services; and

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

1. Scope of Work

Service Provider will perform the services described below for Client under the BizGuard LITE plan. The services include monitoring for specified business risks, providing incident response coordination, limited remediation recommendations, and up to three (3) advisory consultations per term as further specified in the scope field.

2. Payment Terms

Client agrees to pay Service Provider the fees for BizGuard LITE as set forth below. Fees are non-refundable except as expressly provided in this Agreement.

Late payments will accrue a late fee equal to: % per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

This Agreement commences on Start Date: and expires on End Date:

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of ten (10) days following written notice of such breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party in written, electronic, or oral form that is designated confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) was in the public domain at the time of disclosure; (b) becomes public through no fault of the recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

The recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement; and (iii) take reasonable measures to prevent unauthorized disclosure. Upon termination or upon written request, recipient shall promptly return or destroy Confidential Information and certify such destruction in writing.

5. Limitation of Liability; Indemnification

Except for willful misconduct or breaches of confidentiality, neither party will be liable for incidental, consequential, punitive, special, or exemplary damages. The aggregate liability of Service Provider for any claim arising under this Agreement will not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Client agrees to indemnify, defend, and hold harmless Service Provider from and against third-party claims arising from Client's use of the services in violation of this Agreement or applicable law, except to the extent caused by Service Provider's gross negligence or willful misconduct.

6. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of courts located within that state for any dispute arising under this Agreement.

7. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments, 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 authorized representatives of both parties.

8. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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

Notices: Notices under this Agreement must be in writing and will be deemed given when delivered personally, by reputable overnight courier, or by certified mail to the addresses set forth above or to such other address as either party may designate by notice.

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