Business Services Cyber Guild

Business Services Cyber Guild Agreement

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing cybersecurity assessments, managed security services, incident response planning, and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform certain services set forth in this Agreement and Service Provider agrees to provide such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. Scope of Work

2. Payment Terms

Compensation: Client shall pay Service Provider a total fee of for the services described in Section 1, subject to the payment schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts will accrue interest at or the maximum rate permitted by law, whichever is less.

3. Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

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 breach is not cured within days after written notice of such breach.

Upon termination, Client will pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law shall survive termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to security assessments, system architecture, vulnerabilities, source code, and business plans.

Obligations: The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations substantially similar to those in this Agreement.

Exceptions: Confidential Information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, (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.

Duration: The obligations in this Section shall survive for years following termination or expiration of this Agreement, except to the extent that Confidential Information constitutes trade secrets under applicable law, in which case protection will continue as long as such information remains a trade secret.

5. Intellectual Property

Ownership: Except as expressly provided below, each party retains all right, title, and interest in and to its pre-existing intellectual property. Service Provider retains ownership of methodologies, tools, techniques, and pre-existing materials used to deliver services.

Deliverable Ownership: Client will own the final deliverables specifically developed for Client under this Agreement upon full payment, except for Service Provider's pre-existing materials and third-party materials. To the extent necessary, Service Provider hereby assigns to Client all right, title, and interest in such deliverables, subject to any third-party license terms.

License Back: Service Provider is granted a non-exclusive, royalty-free license to use Client-provided materials solely to perform the services under this Agreement.

6. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for any consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Representations, Warranties and Covenants

Each party represents and warrants that it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. 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.

9. Entire Agreement and Miscellaneous

This Agreement, including any exhibits or statements of work referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, relating to the subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

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

Notices

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