Firewall Installation Agreement

FIREWALL INSTALLATION AGREEMENT

This Firewall Installation Agreement (the "Agreement") is entered into by and between Client Name: and Contractor Name: . Effective Date:

RECITALS

WHEREAS, Client requires professional services to install, configure, and commission a network firewall and related services at the locations specified herein; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel, equipment and licensing to perform firewall installation, configuration, testing and handover services; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

PROJECT DETAILS

SCOPE OF WORK

Contractor shall provide all labor, materials, equipment, supervision and services necessary to perform firewall installation, configuration, testing and handover in accordance with the requirements set forth below and any attachments incorporated herein. The services include but are not limited to procurement assistance, hardware racking, software licensing coordination, network integration, rule-set design, performance tuning, failover configuration, documentation and training.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in exchange for the services described in this Agreement. All fees are due in U.S. dollars unless otherwise agreed in writing.

All undisputed payments not received within thirty (30) days of invoice date shall accrue interest at the rate set forth in the Late Payment Fee field or, if none specified, at 1.5% per month. Client is responsible for any taxes, duties or assessments arising from this Agreement, excluding taxes based on Contractor's net income.

TERM AND TERMINATION

This Agreement commences on the Effective Date above and shall continue until completion of the services described in the Scope of Work, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the Termination Notice Period after receipt of written notice. Upon termination, Client shall pay Contractor for all services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all Confidential Information disclosed by the other party (the "Disclosing Party"). "Confidential Information" includes non-public technical, operational, security and business information, including firewall configurations, network diagrams, credentials, security policies and vulnerability assessments. Confidential Information does not include information which: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully received from a third party without restriction; or (c) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) return or destroy Confidential Information upon written request of the Disclosing Party. The obligations in this section shall survive termination of this Agreement for a period of three (3) years.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Contractor's aggregate liability for claims arising out of or relating to this Agreement shall be limited to the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

Contractor shall indemnify and hold Client harmless from third-party claims to the extent such claims arise from Contractor's negligent acts or omissions in performing the services, provided Client gives prompt written notice and permits Contractor to control the defense.

WARRANTIES; ACCEPTANCE

Contractor warrants that its services will be performed in a professional and workmanlike manner in accordance with industry standards for firewall installation. Contractor will remedy non-conforming services discovered within ninety (90) days after completion. No other warranties, express or implied, are made.

Upon completion, the parties shall execute a written acceptance certificate when agreed acceptance criteria are satisfied. If Client does not provide written objections within ten (10) business days of completion, the work shall be deemed accepted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any disputes shall be resolved in the courts located in that state unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Contractor may assign to a successor in connection with a merger or sale of substantially all its assets. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

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