Disaster Recovery Advisory

DISASTER RECOVERY ADVISORY

RECITALS

WHEREAS, Client Name: (the "Client") has experienced or anticipates a disaster event affecting its facilities, systems, or operations;

WHEREAS, Advisor Name: (the "Advisor") is qualified to provide disaster recovery advisory, planning, and preparedness services; and

WHEREAS, the parties desire to set forth the scope, fees, terms and conditions under which Advisor will provide disaster recovery advisory services to Client, effective on the Effective Date: .

SCOPE OF WORK

Advisor shall perform the advisory services, deliverables, and tasks described below. Deliverables shall be provided in writing unless otherwise agreed in advance.

Damage assessment and impact analysis
Written disaster recovery plan and playbooks
Tabletop exercises and simulations
Staff training and incident response coaching

PAYMENT TERMS

Client shall pay Advisor the fees and expenses set forth below in consideration for the Scope of Work. All fees are payable in U.S. dollars and exclusive of applicable taxes.

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). Client shall reimburse Advisor for reasonable collection costs, including attorneys’ fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

This Advisory shall commence on the Start Date: and continue until the End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing days written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Advisor for all services performed and expenses incurred through the effective date of termination, and Advisor shall deliver to Client all work product completed to the termination date.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any form, including business, technical, financial, system architecture, recovery procedures, and client data. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall (i) maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a strict need to know and are bound by confidentiality obligations no less protective than those herein. Upon request or upon termination, the Receiving Party shall return or destroy all Confidential Information and certify in writing that such return or destruction has been completed.

The obligations in this Confidentiality section shall survive termination 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. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in the governing state, unless the parties mutually agree to another forum; the arbitrator shall have authority to award any relief that a court of competent jurisdiction could award.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement (including all exhibits and any statements of work executed under it) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship: The parties acknowledge and agree that Advisor is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employment relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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