Cloud Security Defender for Apps

CLOUD SECURITY DEFENDER FOR APPS SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into as of Execution Date: by and between Provider Name: with principal address at , and Client Name: with principal address at .

RECITALS

WHEREAS, Provider has developed and maintains a cloud-native application security service known as "Cloud Security Defender for Apps" that performs risk assessment, runtime protection, vulnerability detection and remediation guidance (the "Service");

WHEREAS, Client desires to engage Provider and Provider agrees to provide the Service under the terms and conditions set forth in this Agreement for the protection of Client applications and related assets; and

WHEREAS, the parties intend to define the scope, deliverables, payment terms, confidentiality obligations and other contractual provisions binding their relationship.

SCOPE OF WORK

Provider shall provide the Service to Client in accordance with the terms of this Agreement. The Service includes configuration, deployment assistance, ongoing monitoring, alerting, vulnerability reporting, remediation guidance, and periodic security assessments for covered applications as set forth below.

PAYMENT TERMS

Client shall pay Provider for the Service in accordance with the fees and schedule set forth below. All amounts are payable in the currency specified on invoices and are exclusive of taxes, which are the responsibility of Client.

Late payment shall accrue interest at the lesser of (a) the rate of % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with prior written notice not less than days.

Either party may terminate this Agreement immediately for material breach by the other party following written notice and a thirty (30) day cure period if the breach is capable of cure. Termination shall not relieve Client of its obligation to pay fees earned up to the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") acknowledges that during performance under this Agreement it may receive Confidential Information of the other party (the "Discloser"). Confidential Information means non-public information that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

The Recipient shall: (a) use the Confidential Information solely for the purposes of performing this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was known to the Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Discloser's Confidential Information.

Parties confirm that confidentiality obligations are mutual and enforceable as between Provider and Client.

SECURITY, DATA PROTECTION AND AUDIT RIGHTS

Provider shall maintain appropriate administrative, physical and technical safeguards to protect Client Data processed in connection with the Service. Provider will promptly notify Client of any confirmed security incident affecting Client Data and will cooperate in incident response and remediation.

Client shall have the right to request, no more than once per calendar year, a compliance report or to schedule an onsite or remote audit relating to Provider's compliance with the security obligations, subject to reasonable confidentiality protections and the parties agreeing in advance on scope, timing and audit logistics.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of , without regard to its conflict of law principles. The parties agree to meet and confer in good faith to resolve disputes prior to seeking legal remedies.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and statements of work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the billing or contact addresses provided herein. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

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