Cyber Security Agreement

CYBER SECURITY AGREEMENT

Parties

This Cyber Security Agreement ("Agreement") is entered into by and between Provider: and Client: , effective as of .

WHEREAS

WHEREAS, Provider represents that it possesses the technical competence and resources to provide cyber security services, including risk assessments, monitoring, incident response, and remediation services; and

WHEREAS, Client requires Provider to perform cyber security services to protect Client systems, networks, and data from unauthorized access, disclosure, or compromise in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Provider will perform cyber security services as described below. The scope may include, but is not limited to: penetration testing, vulnerability scanning, continuous monitoring, security configuration and hardening, threat intelligence integration, incident response, forensic analysis, and remediation guidance. Any services outside this scope must be agreed in writing and billed in accordance with the Payment Terms.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for services performed under this Agreement. All fees are stated in the applicable currency and are exclusive of taxes unless otherwise indicated.

All invoices are due net days from receipt unless otherwise agreed in writing. Provider may suspend services for overdue invoices after providing days' written notice.

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 without cause upon days' written notice to the other party.

Either party may terminate immediately for material breach by the other party that is not cured within days after written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be understood to be confidential, including security architecture, vulnerability reports, source code, log data, and personal data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Disclosure required by law or regulation is permitted only after the receiving party provides prompt notice to the disclosing party and cooperates, at the disclosing party's expense, with any lawful efforts to limit such disclosure.

Security and Incident Response

Provider shall maintain administrative, physical, and technical safeguards consistent with applicable industry standards to protect Client systems and data. Provider shall implement a documented incident response process and shall promptly investigate any security event affecting Client data.

Provider will notify Client of any confirmed or suspected data breach affecting Client Data within calendar days of discovery, provide a description of the incident, actions taken, and recommendations for remediation. Provider will cooperate with Client's regulatory and customer notifications as required by applicable law.

Audit, Subcontracting, and Personnel

Client may request a security audit or assessment of Provider's controls no more than once annually, subject to reasonable prior notice and confidentiality protections. Provider may subcontract performance of services but remains fully responsible for the acts and omissions of its subcontractors. Provider shall ensure that personnel performing services have appropriate qualifications and are bound by confidentiality and security obligations.

Representations, Warranties, and Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

To the extent permitted by law, Provider's aggregate liability for any claim arising out of this Agreement will be limited to the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Indemnification

Provider shall defend, indemnify, and hold Client harmless from third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable legal fees. Client shall defend, indemnify, and hold Provider harmless from third-party claims arising from Client's negligence, misuse of deliverables, or breach of Client's obligations under this Agreement.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Exclusive jurisdiction and venue for disputes shall lie in the state and federal courts located within that state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to enforce any right shall not constitute a waiver of that right.

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