Emergency Response Swatting Devices Form

Emergency Response Swatting Devices Agreement Form

Client Name:    Provider Name:

Agreement Effective Date:    Agreement Reference Number:

WHEREAS

WHEREAS, Client has a business need to detect, mitigate, and respond to malicious false emergency reports directed at Client's facilities and operations; and

WHEREAS, Provider designs, supplies, installs, and maintains equipment and related services described herein and possesses the requisite technical expertise and certifications to deliver emergency response swatting devices and associated training; and

WHEREAS, the parties desire to set forth the terms under which Provider will supply, install, test, train on, and service the devices and related services for Client.

SCOPE OF WORK

Installation Location(s):

DEVICE INVENTORY & ACCEPTANCE

Device Types Supplied (check all that apply):

Real-time Phone/RTCP Caller Validation    Call Origin Authenticator    Alert Gateway & Incident Triage Module

PAYMENT TERMS

Contract Amount: $    Payment Schedule:

Late Payment Fee:

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the requested termination date.

Termination for cause is permitted where a material breach is not cured within 15 days after written notice, and Provider shall be entitled to payment for all services performed and equipment delivered through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain the confidentiality of information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is (i) already known to the receiving party without obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving party; or (iii) independently developed without use of the disclosing party's confidential information.

Provider shall not disclose software, algorithms, or security procedures that are core to device operation, except as required by law or with Client's prior written consent. On termination or expiration, Provider shall return or destroy Client confidential information upon Client's written request.

INSURANCE, LIABILITY & INDEMNIFICATION

Provider shall maintain at its expense commercial general liability, professional liability, and cyber liability insurance in amounts sufficient to cover claims arising out of Provider's performance under this Agreement. Provider agrees to indemnify, defend, and hold harmless Client from third-party claims resulting from Provider's negligence or willful misconduct in the performance of services, subject to any limitations set forth in this Agreement.

TRAINING & ONGOING SUPPORT

Provider will deliver initial operator training to designated Client personnel. Training date(s):

Training Completed:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments, schedules, and accepted purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

NOTICES

CERTIFICATIONS & COMPLIANCE

Provider certifies that devices supplied under this Agreement conform to the representations, functional specifications, and industry standards identified in the Scope of Work and that Provider will maintain all required certifications and lawful means for operation of the devices. Provider further certifies that it has performed background checks on personnel with access to device security controls where required by Client.

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