CMMC Legal Contract

CMMC LEGAL CONTRACT

This CMMC Legal Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client is subject to federal contracting obligations and Controlled Unclassified Information handling requirements and seeks compliance with the Cybersecurity Maturity Model Certification ("CMMC") at Level ; and

WHEREAS, Provider represents that it is qualified to provide CMMC consulting, assessment preparation, remediation, and related cybersecurity services in accordance with applicable CMMC practices, NIST SP 800-171 requirements, and other regulatory obligations; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services necessary to support Client's attainment or maintenance of CMMC compliance.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this CMMC Legal Contract and all schedules and exhibits attached hereto. "Confidential Information" includes all non-public information, including Controlled Unclassified Information ("CUI"), technical data, system architectures, policies, and any information marked or reasonably understood to be confidential. "Services" means the CMMC-related services described in Section 2.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the scope:

2.2 Provider shall prepare assessment artifacts, conduct gap analyses, deliver remediation plans, provide workforce training, and support final assessment and certification readiness. Provider shall perform Services in a professional manner consistent with industry standards and applicable CMMC model requirements.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement commences on Term Start Date: and continues until Term End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Client shall pay Provider for Services performed through the effective date of termination and any non-cancellable obligations.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of breach.

4. FEES AND PAYMENT

4.1 Unless otherwise agreed in writing, Provider will invoice Client in accordance with the Payment Schedule. Invoices are due within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable collection costs, including attorneys' fees, if payment is not made when due.

5. CONFIDENTIALITY AND CUI HANDLING

5.1 Provider acknowledges that during the performance of Services it may receive or have access to Confidential Information and CUI. Provider shall: (a) use Confidential Information solely for the purpose of providing the Services; (b) implement and maintain administrative, technical, and physical safeguards that meet or exceed applicable federal and CMMC requirements to protect Confidential Information and CUI; and (c) restrict access to Confidential Information to employees, contractors, or agents who have a need to know and are bound by written confidentiality obligations at least as protective as those herein.

5.2 Disclosure Required by Law. If Provider is required to disclose Confidential Information by law or court order, Provider shall promptly notify Client (unless prohibited) and disclose only the portion required, and cooperate with Client in seeking protective measures.

6. DATA SECURITY, AUDIT, AND INCIDENT RESPONSE

6.1 Security Standards. Provider represents and warrants that it will implement security controls consistent with CMMC requirements applicable to the certification level specified and NIST SP 800-171 where required, including access controls, encryption of CUI where required, vulnerability management, and secure configuration management.

6.2 Audit Rights. Upon reasonable advance notice, Client or its authorized representatives may audit Provider's compliance with the security obligations under this Agreement. Provider shall provide timely access to relevant documentation, systems, and personnel to confirm compliance, subject to reasonable safeguarding of Provider's privileged or proprietary information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct, or material breach of its obligations under this Agreement.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INSURANCE

9.1 Provider shall maintain, at its expense, commercial general liability insurance, professional liability/errors and omissions insurance, and cyber liability insurance in amounts reasonable for the scope of Services and consistent with industry practice. Upon request, Provider will provide certificates of insurance evidencing coverage.

10. SUBCONTRACTING AND STAFF

10.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance of all obligations under this Agreement, requires subcontractors to comply with applicable confidentiality and security obligations, and discloses to Client the identity of any subcontractor that will have access to CUI prior to such access.

11. INTELLECTUAL PROPERTY

11.1 Pre-Existing Materials. Each party retains all right, title, and interest in its pre-existing intellectual property. Provider grants to Client a non-exclusive, non-transferable license to use Provider deliverables solely for Client's internal purposes to support CMMC compliance, subject to Client's payment of fees in full.

12. NOTICES

12.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice and will be deemed given upon personal delivery, three (3) days after deposit in the mail with certified mail, return receipt requested, or one (1) business day after dispatch by overnight courier.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state set forth above, without regard to conflict of law principles. 14.2 This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. 14.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. 15.2 Relationship of Parties. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives on the dates set forth below.

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