CyberSecurity Notification Letter

CYBERSECURITY NOTIFICATION LETTER

This Cybersecurity Notification Letter (the "Agreement") is entered into between the parties identified below for the purpose of setting forth notification obligations, response responsibilities, confidentiality protections, and related commercial terms in the event of a cybersecurity incident affecting Covered Systems or Covered Data.

Parties

Notifying Party Name:

Receiving Party Name:

WHEREAS

WHEREAS, the Notifying Party provides information technology services, retains, or processes certain data on behalf of the Receiving Party that may constitute personal data, confidential business information, or other regulated information (collectively, "Covered Data"); and

WHEREAS, the parties desire to establish binding obligations concerning the detection, investigation, notification and remediation of a cybersecurity incident that impacts Covered Systems or Covered Data, including allocation of costs and timing of notifications to affected individuals and regulators where required by law; and

WHEREAS, the parties intend that this Agreement govern procedures for notification and related support services without limiting other contractual obligations between the parties.

Scope of Work

The Notifying Party shall perform the following services in the event of a cybersecurity incident that materially affects Covered Systems or Covered Data. The Receiving Party shall receive timely notifications, investigative reports, and reasonable assistance for remediation and regulatory response.

Incident Details (to be completed upon detection)

Date of Discovery:    Estimated Records Affected:

Notification Methods to Be Used (select all that apply):

Written notice to affected individuals
Electronic notice to affected individuals
Telephonic notification where immediate contact is necessary
Notification to regulators and law enforcement as required by applicable law

Payment Terms

In consideration for the services described herein, the Receiving Party shall pay the Notifying Party as follows.

All amounts payable under this Agreement are exclusive of taxes, and the party obligated to pay shall be responsible for any applicable taxes, except taxes based on the Notifying Party's net income.

Term and Termination

This Agreement commences on the Effective Date below and will continue for the Term specified or until terminated as provided herein.

Effective Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice of the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment obligations and obligations relating to confidentiality and cooperation.

Confidentiality

Each party acknowledges that, in connection with an incident and the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or that by its nature should reasonably be understood to be confidential, including incident details, forensic reports, personal data, and remediation plans.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to only those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly known without breach, is developed independently, or is lawfully received from a third party without restriction.

Notwithstanding the foregoing, a party may disclose Confidential Information as required by applicable law, regulation, or order of a court or regulatory authority, provided that, to the extent permitted, the disclosing party provides prompt written notice to the other party and cooperates in any reasonable attempt to limit or protect the disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability for claims arising under or related to this Agreement shall be limited to the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of this Agreement shall be the state or federal courts located in the county specified below, unless otherwise mutually agreed in writing.

Governing State:    County for Venue:

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices and Contacts

Certifications

The undersigned persons represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the information contained in this Letter is true and accurate to the best of their knowledge as of the date of signature.

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