Business Services EDR Contract

BUSINESS SERVICES EDR CONTRACT

This Business Services EDR Contract (the "Agreement") is made effective as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Provider is engaged in the business of providing Endpoint Detection and Response (EDR), monitoring, threat hunting, incident response, and related cybersecurity services; and

WHEREAS, Client desires to retain Provider to perform EDR and related managed security services as set forth in this Agreement and Provider agrees to perform such services under the terms and conditions herein; and

WHEREAS, the parties intend by this Agreement to allocate their rights and responsibilities with respect to the performance of EDR services, payment, confidentiality, data handling and incident response.

SCOPE OF WORK

Provider shall deliver EDR services including deployment of endpoint agents, continuous monitoring, threat detection, alerting, incident triage and response, forensic data collection, and periodic reporting, as described in detail below:

PAYMENT TERMS

Service Fee (recurring): $ per month for the services described above.

One-time Implementation Fee (if applicable): $

Payments are due within days of invoice receipt. Late payments shall incur interest at % per month (or the maximum lawful rate) on the outstanding balance until paid in full.

Client is responsible for any reasonable, pre-approved third-party costs and expenses incurred by Provider in the performance of services. All amounts are exclusive of applicable taxes which shall be borne by Client unless Client provides valid tax-exempt documentation.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date: (subject to earlier termination as provided herein).

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach that remains uncured for 30 days following written notice of such breach. Termination shall not relieve Client of payment obligations for services performed prior to the effective termination date.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, or security information disclosed in any form. Recipient shall use the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no breach by Recipient, was in Recipient's possession prior to disclosure, is independently developed by Recipient without use of Discloser's Confidential Information, or is rightfully obtained from a third party without restriction. Recipient shall not disclose Confidential Information except to its employees, contractors, and agents on a need-to-know basis and who are bound to confidentiality obligations at least as restrictive as those herein. Upon termination or request, Recipient shall return or destroy Confidential Information and certify such destruction if requested.

DATA SECURITY AND INCIDENT RESPONSE

Provider shall maintain administrative, physical and technical safeguards reasonably designed to protect Client data and endpoint telemetry collected in the performance of services. Provider shall promptly notify Client of any confirmed security incident materially affecting Client data or systems and shall reasonably cooperate in incident response and remediation efforts. Provider's obligations do not include liabilities arising from Client's failure to remediate, improper Client configurations, or compromised credentials.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability for direct damages arising under or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the six (6) months prior to 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 conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

NOTICES

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