Business Threat Controls

BUSINESS THREAT CONTROLS AGREEMENT

Recitals

WHEREAS, Client Name: seeks to procure services to identify, reduce, and manage risks related to cyber and physical threats to its business operations;

WHEREAS, Service Provider Name: represents that it has the personnel, expertise, and systems necessary to perform threat assessment, remediation, monitoring, and incident response services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will deliver Business Threat Controls services to Client.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

"Confidential Information" means information disclosed by one party to the other, whether oral, written, electronic, or tangible, 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, incident reports, system architecture, credentials, and remediation plans.

2. Scope of Work

The services shall include, at a minimum, threat assessment, continuous monitoring, vulnerability scanning, prioritized remediation guidance, incident response coordination, and periodic reporting. Service Provider will perform work in accordance with industry-standard practices and will provide the deliverables and schedules set forth in the Scope of Work above.

3. Security Controls and Deliverables

Service Provider will implement and manage the following controls as applicable (check all that apply) and document associated procedures and responsibilities:

4. Payment Terms

All amounts are payable in U.S. dollars unless otherwise agreed in writing. Invoices submitted by Service Provider are due net as stated in the Payment Schedule. Client shall pay undisputed fees within the timeframe specified; disputed amounts shall be raised promptly and resolved in good faith. Late payments shall accrue the Late Payment Fee as set forth above and Client shall reimburse Service Provider for reasonable collection costs.

5. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other given at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach by the other that remains uncured after Cure Period (days): days following written notice of such breach.

Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to the effective date of termination. Sections concerning Confidentiality, Indemnity, Limitation of Liability, and Governing Law survive termination.

6. Confidentiality

Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be disclosed only to employees, contractors, or agents with a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without access to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with the other party to seek protective measures.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property infringement, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

8. Data Use and Incident Response

Service Provider will handle Client data only as necessary to perform the services and will not retain, sell, or use Client data for unrelated purposes. In the event of a security incident affecting Client systems, Service Provider will notify Client promptly, provide a description of the incident, take commercially reasonable steps to contain and remediate the incident, and cooperate with Client in any regulatory notifications or law enforcement engagement.

9. 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 law provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for disputes arising out of this Agreement.

10. Entire Agreement; Amendment

This Agreement, including any Exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

11. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes Service Provider's obligations hereunder.

12. Notices

Notices shall be in writing and deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail if sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate in writing.

Execution

The parties have executed this Agreement by duly authorized representatives as set forth below.

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