InfoSec Policy Guidelines

INFOSEC POLICY GUIDELINES AND SERVICES AGREEMENT

This InfoSec Policy Guidelines and Services Agreement ("Agreement") is made effective as of by and between:

Client Name:    Address:

Consultant Name:    Address:

WHEREAS

WHEREAS, Client requires professionally drafted information security policy guidelines and related services to establish, document, and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Client's information assets; and

WHEREAS, Consultant represents that it has the expertise, personnel and resources to assist Client in developing, implementing and advising on information security policies, controls, incident response, and compliance measures; and

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

SCOPE OF WORK

Deliverables include the drafting of InfoSec Policy Guidelines covering data classification, access control, acceptable use, incident response, encryption, third-party management, training, monitoring, and change management, together with an implementation roadmap and recommended controls. Specific deliverables and acceptance criteria will be as set forth in the Scope of Work above.

PAYMENT TERMS

All amounts are payable in lawful currency. Consultant may suspend delivery of non-critical services if Client is more than days delinquent after written notice. Client shall be responsible for reasonable collection costs and interest as specified above.

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 for convenience by giving the other party written notice equal to the notice period above. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within thirty (30) days after receipt of notice specifying the breach. Termination does not relieve Client of payment obligations for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other related to operations, systems, data, policies, reports, security controls, or any other information reasonably understood to be confidential. Confidential Information does not include information that is (a) publicly known through no act or omission of the receiving party; (b) rightfully received from a third party without breach of any obligation; or (c) independently developed 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 those employees, contractors or advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential obligations survive termination for .

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prompt written notice and cooperates to seek protective measures.

INFORMATION SECURITY CONTROLS

The parties acknowledge that Consultant's duties include recommending and documenting controls. The following policy elements shall be addressed in the delivered guidelines (check applicable items):

COMPLIANCE, AUDITS AND MONITORING

Consultant will recommend an audit and monitoring regime. Client will permit Consultant or its designated auditors to conduct periodic reviews at a frequency of and shall reasonably assist in audits. Findings requiring remediation shall be documented and prioritized with timelines for corrective actions.

TRAINING & AWARENESS

Consultant shall provide guidance and materials for security awareness training to be delivered to Client personnel at a frequency of . Training scope shall include phishing awareness, password hygiene, data handling, and incident reporting procedures.

REMEDIES AND ENFORCEMENT

A breach of confidentiality, unauthorized disclosure of sensitive data, or material failure to implement critical security controls shall constitute a material breach. In addition to damages, the non-breaching party is entitled to injunctive relief and specific performance where appropriate. Remedies are cumulative and do not preclude other available equitable relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to choice-of-law principles.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or a purchaser of substantially all its assets. If any provision is held unenforceable, the remainder shall remain in full force. Notices shall be in writing and delivered to the addresses set forth above.

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