Business SOS Document

BUSINESS SOS DOCUMENT

THIS BUSINESS SOS AGREEMENT (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Address: and Service Provider Name: , Provider Address: .

RECITALS

WHEREAS, Client requires immediate, prioritized operational support and mitigation services to address critical incidents that jeopardize continuity of business operations, regulatory compliance, or material customer impact (the SOS Services); and

WHEREAS, Provider possesses the technical capability, experienced personnel, and resources to deliver SOS Services on an urgent basis and to restore or stabilize Client operations consistent with the objectives set forth in this Agreement; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which Provider will deliver SOS Services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the SOS Services described above with due professional care, using personnel with appropriate qualifications, and shall take commercially reasonable measures to prioritize Client work during declared SOS incidents. Provider will coordinate with Client's designated contact: , Contact Email: , Phone: .

PAYMENT TERMS

Invoices will be issued by Provider in accordance with the payment schedule above and are payable within days of invoice receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law and Provider may suspend services for invoices past due more than days after written notice.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of ten (10) days after receipt of written notice of such breach, or immediately for acts that create a material threat to safety, a regulatory obligation, or an imminent threat to business continuity.

Upon termination, Client shall pay Provider for all SOS Services performed through the effective date of termination and for any reasonable wind-down costs incurred by Provider to conclude support activities.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, including technical data, trade secrets, incident details, remediation plans, customer data, and business operations. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's lawful possession prior to disclosure without confidentiality obligation; (c) is received from a third party free of a confidentiality obligation; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Obligations: Recipient shall (i) protect Confidential Information using 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 its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Required disclosures: If Recipient is compelled by law or regulation to disclose Confidential Information, Recipient shall provide Discloser prompt written notice (to the extent permitted) and shall cooperate with Discloser to seek protective measures. Disclosure under compulsion does not waive the confidential nature of the information beyond the compelled disclosure.

Duration: Confidentiality obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property infringement, neither party shall be liable for indirect, incidental, consequential, punitive or special damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the six (6) 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 conflict of law principles. Venue for any dispute shall be a state or federal court located in the specified jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver shall be binding unless executed in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

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

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