Email Security Agreement

EMAIL SECURITY AGREEMENT

This Email Security Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing email security, filtering, encryption, threat detection, and related managed services designed to protect email communications and related systems; and

WHEREAS, Client desires to retain Provider to implement, manage, and monitor email security services for Client's email system in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider shall provide the services described in this Agreement and Client shall pay Provider in accordance with the Payment Terms below.

SCOPE OF WORK

Provider shall perform the email security services set forth below. Provider shall use commercially reasonable efforts to provide the services in a professional manner consistent with industry standards.

Services may include, without limitation: email filtering (spam, phishing, malware), outbound content scanning, transport-level encryption support, policy configuration, security monitoring and alerting, incident analysis and response support, periodic reporting, and administrative access as necessary to perform the services described herein.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services. All fees are stated in U.S. dollars and are exclusive of applicable taxes.

If payment is not received within the period stated above, Provider may assess a late fee calculated as follows:

Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts. Provider may suspend services for nonpayment after providing Client with written notice and a reasonable opportunity to cure.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the initial term set forth below unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Provider may terminate immediately upon notice if Client's use of the services materially harms Provider's systems or third parties.

Upon termination or expiration, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider will, at Client's direction and cost, return or securely destroy Client data in Provider's possession.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, security configurations, incident reports, threat intelligence, and Client data.

Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes public other than through breach of this Agreement; (ii) was rightfully in the receiving party's possession without restriction prior to receipt; or (iii) is independently developed without reference to the disclosing party's Confidential Information.

DATA SECURITY & INCIDENT RESPONSE

Provider shall maintain and implement administrative, physical and technical safeguards reasonably designed to protect Client data against unauthorized access, disclosure, alteration and destruction. Provider shall comply with industry-standard encryption and authentication practices for data in transit and at rest where applicable.

In the event of a security incident materially affecting Client data, Provider shall notify Client without unreasonable delay and provide reasonable cooperation in investigation and remediation. Notification timeframe:

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or Provider's failure to comply with confidentiality obligations, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to the amounts paid by Client to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

Provider shall defend and hold Client harmless from and against third-party claims to the extent caused by Provider's negligence or willful misconduct in performing the services. Client shall defend and hold Provider harmless from claims arising from Client's misuse of the services, unauthorized content, or failure to follow Provider's reasonable instructions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify by written notice. Notices shall be delivered by hand, certified mail, or recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal counsel and freely and voluntarily enter into this Agreement.

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