Business Protection Program

BUSINESS PROTECTION PROGRAM AGREEMENT

This Business Protection Program Agreement (the Agreement) is entered into as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client operates a business that requires ongoing protective services, monitoring, and advisory support to reduce operational, reputational, and financial risk; and

WHEREAS, Provider has the expertise, personnel, and systems to deliver a Business Protection Program consisting of risk assessment, response planning, monitoring, and remedial services; and

WHEREAS, the parties desire to set forth the terms under which Provider will furnish the program to Client on the terms and conditions contained herein.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the standards of care and professionalism customary in the industry. The services shall include initial risk assessment, development of a protection plan, ongoing monitoring, quarterly reporting, incident response coordination, and advisory consultations as set forth in the program description.

PROGRAM FEATURES

Select the features included in the Business Protection Program. Provider shall deliver selected features in accordance with the Scope of Work.

Risk Assessment and Vulnerability Analysis
24/7 Monitoring and Alerts
Incident Response Coordination
Compliance and Policy Advisory
Employee Training and Simulations

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services. All payments are non-refundable except as expressly stated in this Agreement.

Monthly billing    Quarterly billing    Annual prepayment

Provider will issue invoices in accordance with the selected schedule. Client must pay all undisputed amounts within days of invoice receipt. Late payments shall accrue interest at per month (or the maximum permitted by law, whichever is less).

TERM AND TERMINATION

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice of the breach. Termination does not relieve Client of any payment obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party that is marked confidential or, given the nature of the information or the circumstances of disclosure, would reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, security assessments, response plans, and technical data.

Each party agrees to (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) take commercially reasonable measures to protect the confidentiality of such information.

Confidential Information shall not include information that (i) becomes generally available to the public through no fault of the receiving party, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or by a court or governmental agency, provided the receiving party gives prompt written notice to the disclosing party to permit the disclosing party to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they constitute trade secrets under applicable law. Monetary damages may be inadequate to remedy a breach of confidentiality; accordingly, the disclosing party shall be entitled to injunctive relief in addition to other remedies.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability to the other for any claim arising out of this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment, modification, or waiver shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid, enforceable provision that most closely approximates the intent of the invalid provision.

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