Cybersecurity Ransomware Document

Cybersecurity Ransomware Response and Indemnity Agreement

Date of Agreement:

Provider Name:    Client Name:

RECITALS

WHEREAS, Provider is engaged in the business of providing cybersecurity incident response, ransomware negotiation, digital forensics, and remediation services; and

WHEREAS, Client desires to engage Provider to perform ransomware response and related services upon the occurrence of a ransomware incident, and Provider is willing to perform such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of services, allocation of fees and costs, confidentiality safeguards, indemnities, and the parties' respective obligations in connection with ransomware incidents.

SCOPE OF WORK

Provider shall provide ransomware incident response services including, but not limited to: incident triage, containment, eradication, system restoration, digital forensics, negotiation support, payment facilitation if authorized in writing by Client, and post-incident remediation and reporting. Provider's obligations are limited to those services expressly described in this Section and any attachments executed by the parties.

PAYMENT TERMS

Client agrees to pay Provider the fees and reimburse the expenses set forth below in consideration for services rendered under this Agreement.

All fees are due within days of invoice unless otherwise agreed in writing. Client shall reimburse reasonable out-of-pocket expenses, third-party vendor costs, and any required ransom payment if Client provides prior written authorization for such payment.

Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach.

Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination, nor does it relieve Provider of obligations to return Client property and confidential information as required herein.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with a ransomware incident or the performance of this Agreement ("Confidential Information"). Confidential Information includes incident data, forensic findings, ransom negotiation communications, backup and system configurations, and proprietary methods. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Provider shall not disclose the existence or details of any ransom payment, negotiation strategy, forensic analysis, or remediation steps except (i) as required by law or court order (subject to prior notice to the extent legally permissible) or (ii) to third-party vendors engaged to perform the obligations of this Agreement, in which case Provider shall ensure such parties are bound by confidentiality obligations no less protective than those herein.

INDemnification AND LIABILITY

Client shall indemnify, defend and hold harmless Provider and its affiliates, employees and agents from and against any claims, losses, liabilities, damages, expenses or costs (including reasonable attorneys' fees) arising out of: (a) Client's failure to maintain or timely restore backups; (b) Client's instructions to Provider to make a ransom payment or to take any action outside Provider's written recommendations; (c) Client's negligence or willful misconduct; or (d) third-party claims relating to Client's data or systems, except to the extent caused by Provider's gross negligence or willful misconduct.

Provider's total aggregate liability for any claim arising under or related to this Agreement, whether in contract, tort or otherwise, shall be limited to the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, special or consequential damages, including lost profits or business interruption, except for liability resulting from willful misconduct or intentional violation of law.

INCIDENT RESPONSE COOPERATION

Client shall promptly provide Provider with reasonable access to systems, personnel, logs, backups, and information necessary for Provider to perform services. Client will preserve evidence and maintain chain-of-custody for forensic purposes as requested by Provider. Provider shall exercise commercially reasonable efforts to act in Client's best interests with respect to negotiation strategy and remediation; Provider does not guarantee the recovery of encrypted data or prevention of future incidents.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within such state.

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship. Provider will comply with applicable laws while performing services, but shall not be responsible for Client's failure to comply with laws governing data breach notification or regulatory reporting; Client retains sole responsibility for such compliance and for notifying affected individuals and regulators as required by law.

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