CyberCX Business Agreement

CYBERCX BUSINESS AGREEMENT

Parties

This Business Agreement ("Agreement") is entered into as of Effective Date: between:

RECITALS

WHEREAS, Service Provider has expertise in cyber security consulting, managed detection and response, and related technical services, and represents that it has the personnel, systems and experience to perform the Services described below;

WHEREAS, Client desires to engage Service Provider to perform the Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to define the scope, compensation, confidentiality obligations and other terms governing that engagement.

Scope of Work

Service Provider shall perform the services (the "Services") described below in accordance with the standards of care and skill customary in the industry. The Services shall include the following:

Payment Terms

Client shall pay Service Provider for the Services in accordance with the terms below. Unless otherwise stated, amounts are exclusive of applicable taxes.

Service Provider will submit invoices to Client. Payment shall be due within days from receipt of a correct invoice.

Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Upon termination for any reason, Client shall pay Service Provider for Services performed through the effective date of termination and for non-cancellable obligations incurred prior to termination. Termination shall not relieve either party of obligations accrued prior to termination, including confidentiality obligations.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including security architecture, incident reports, source code, technical data, and trade secrets.

Each receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) 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.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information. Upon request or upon termination, receiving party shall return or destroy Confidential Information as instructed by the disclosing party.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiations fail, disputes shall be resolved by the courts located in the county of the governing law state, and each party consents to the exclusive jurisdiction of those courts.

Limitation of Liability

Except for liability resulting from gross negligence, willful misconduct, or a party's breach of confidentiality or a party's indemnity obligations, neither party shall be liable to the other for lost profits, loss of business, consequential, incidental or punitive damages. Each party's aggregate liability for direct damages under this Agreement shall be limited to the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification

Each party shall indemnify and hold harmless the other party from and against third party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate in the defense, which the indemnifying party may control.

Entire Agreement

This Agreement, including any attachments or statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

Notices

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