Business Services MSSP Addition

BUSINESS SERVICES MSSP ADDITION

Parties and Effective Date

This MSSP Addition (the "Addition") is entered into as of by and between:

Recitals

WHEREAS, Service Provider currently provides business services to Client under an existing written agreement titled "Business Services Agreement" (the "Agreement"); and

WHEREAS, Client desires to obtain from Service Provider certain managed security services and related professional services described herein, and Service Provider is willing to provide such services as an addition to the Agreement pursuant to the terms and conditions of this Addition;

WHEREAS, the parties intend that this Addition amend and supplement the Agreement only to the extent expressly provided in this document.

Scope of Work

Service Provider will provide managed security services and associated professional services (collectively, "MSSP Services") as described below. MSSP Services shall include continuous monitoring, threat detection, incident response coordination, managed firewall and endpoint management, security patch management, and periodic security reporting. Specific deliverables, service levels, and responsibilities are set forth in the scope below.

Payment Terms

In consideration for the MSSP Services, Client shall pay Service Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

Payments are due within days of invoice unless otherwise stated. Late payments shall incur a late fee of per month on the outstanding balance or the maximum permitted by law, whichever is lower.

Term and Termination

The term of this Addition shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Addition for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination of this Addition shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, security configurations, incident reports, system architecture, customer data and pricing.

The Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Addition, (b) restrict disclosure to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein, and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this section shall continue for a period of following termination or expiration of this Addition, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Representations and Warranties; Limitations

Each party represents and warrants that it has the full corporate power and authority to enter into this Addition and to perform its obligations hereunder. Service Provider warrants that MSSP Services will be provided in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDITION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of a party's gross negligence or willful misconduct in connection with this Addition. The foregoing indemnity obligations are subject to the indemnified party providing prompt written notice of any claim and reasonable cooperation in defense of the claim.

Notices

Governing Law

This Addition shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Addition.

Entire Agreement and Amendment

This Addition, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Except as expressly modified by this Addition, all terms and conditions of the Agreement remain in full force and effect. This Addition may be amended only by a written instrument signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Addition is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or restrictive provisions and that injunctive relief may be sought in addition to any other remedies available at law or equity.

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