Business Services CISP

Business Services CISP Agreement

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional information security services, including assessment, remediation, and implementation services to achieve or maintain compliance with the Cardholder Information Security Program and related industry standards; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties agree that the effective date of this Agreement is and that the terms set forth below shall govern the performance and delivery of services.

Scope of Work

Service Provider shall provide the services described below. Deliverables, acceptance criteria, and timelines shall be as set forth in the Scope of Work. Any material change to the scope, deliverables, or schedule must be agreed in writing by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider fees in accordance with the schedule below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Fees do not include applicable taxes, which shall be paid by Client where required by law.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at % per month (or the maximum rate permitted by law), plus any reasonable collection costs. Service Provider may suspend services for nonpayment after providing days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay fees for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence and not disclose Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes but is not limited to technical, business, and financial information, cardholder data environments, system configurations, and security assessments. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets. The obligations do not apply to information that is (a) rightfully known by Recipient prior to disclosure; (b) becomes publicly available through no fault of Recipient; or (c) is required to be disclosed by law or valid order of a court or regulatory authority, provided Recipient gives prompt notice to Discloser to allow for protective measures.

Compliance; Independent Contractor

Service Provider shall perform services in accordance with applicable laws, industry standards, and contractual obligations of the Client relating to payment card industry compliance. Service Provider is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

Insurance; Indemnification; Limitation of Liability

Service Provider shall maintain commercial general liability and professional liability insurance customary for the services provided. Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality and indemnity obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Notices

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. Any disputes shall be resolved through the dispute resolution process set forth below or, if necessary, in the courts located in that jurisdiction.

Entire Agreement; Amendments

This Agreement, including exhibits and statements of work executed under it, contains the entire understanding between the parties with respect to its subject matter and supersedes all prior oral or written agreements. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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