Contractor Service AUP

CONTRACTOR SERVICE ACCEPTABLE USE POLICY AND SERVICE AGREEMENT

Parties and Effective Date

This Contractor Service Acceptable Use Policy and Service Agreement (the "Agreement") is entered into by and between:

Effective Date: ,

Recitals

WHEREAS, Client engages Contractor to perform professional services as described in this Agreement and Contractor has the skill, capacity and authority to perform such services; and

WHEREAS, Client requires that Contractor comply with specific acceptable use, data protection and operational standards in connection with any systems, networks, data or accounts provided by Client or accessed on Client's behalf; and

WHEREAS, the parties desire to set forth herein the scope, payment, acceptable use restrictions, confidentiality and other terms governing Contractor's provision of services.

Scope of Work

Contractor shall perform the services described above in a professional manner consistent with industry standards and in accordance with applicable laws and regulations. Contractor shall provide qualified personnel and shall be responsible for all equipment, materials, permits and licenses required to perform the services unless otherwise agreed in writing.

Acceptable Use and Prohibited Conduct

Contractor shall at all times comply with the following acceptable use obligations in connection with Client systems, data and accounts. Contractor shall not engage in conduct that directly or indirectly:

Unauthorized access to systems, accounts or data not expressly provisioned to Contractor.

Introduction of malware, ransomware, or code designed to disrupt integrity or availability.

Unauthorized export, copying or exfiltration of Client confidential data.

Contractor shall not circumvent security controls, attempt to test defenses without prior written approval, engage in mass unsolicited communications using Client infrastructure, or otherwise use Client resources for illegal, abusive or exploitative purposes.

Data Security, Monitoring and Reporting

Contractor shall implement and maintain reasonable administrative, technical and physical safeguards to protect Client data. Contractor shall promptly notify Client upon discovery of any security incident or suspected breach affecting Client systems or data and shall cooperate fully in incident response and remediation.

Payment Terms

In consideration for the services, Client shall pay Contractor as follows:

Contractor shall submit invoices in writing and Client shall pay undisputed invoices within the timeframe set forth in the Payment Schedule. Disputed amounts must be notified in writing within ten (10) business days of receipt of invoice; undisputed portions remain payable.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

"Confidential Information" means non-public information disclosed by Client to Contractor that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Contractor shall: (a) hold Confidential Information in strict confidence; (b) not disclose such information to any third party except as required to perform the services and subject to comparable confidentiality obligations; and (c) use Confidential Information solely for the performance of this Agreement. Confidentiality obligations survive termination for a period of three (3) years, or longer if required by applicable law.

Indemnification and Limitation of Liability

Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, breach of confidentiality, or violation of law in performing the services. Except for liability arising from gross negligence, willful misconduct or Contractor's breach of confidentiality, in no event shall either party be liable to the other for indirect, consequential, special or punitive damages. The parties' aggregate liability for direct damages under this Agreement shall be limited to the total amount paid by Client to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Compliance with Laws

Contractor shall comply with all applicable federal, state and local laws, rules and regulations in connection with the performance of services, including applicable data protection, export control and employment laws. Contractor represents that it possesses all licenses, permits and approvals necessary to perform the services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

Entire Agreement

This Agreement, together with any documents 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, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Audits and Remedies

Client reserves the right to audit Contractor's compliance with the terms of this Agreement upon reasonable notice and during normal business hours. Violations of the Acceptable Use provisions or confidentiality obligations may result in suspension or termination of access, injunctive relief and recovery of damages.

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