IT Firewall Agreement

IT FIREWALL AGREEMENT

This IT Firewall Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal address (hereinafter "Provider"), and Client Name: with principal address (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client requires installation, configuration, management and monitoring of firewall infrastructure and related services to protect Client's network and systems; and

WHEREAS, Provider represents that it has the expertise, personnel and technical resources necessary to provide firewall services in accordance with the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Provider shall perform the firewall services described below in a professional and workmanlike manner consistent with industry standards. Services include but are not limited to firewall design, installation, configuration, rule-set development, logging and monitoring, security patching, and incident response support as set forth in the scope below.

SERVICE LEVELS AND RESPONSIBILITIES

Provider shall monitor the firewall environment during the hours specified in the scope or, if not specified, during standard business hours and shall respond to security incidents in accordance with the incident response procedures agreed by the Parties. Provider will apply critical security patches within a commercially reasonable timeframe and shall maintain administrative access credentials as necessary to perform its duties.

PAYMENT TERMS

In consideration for the services performed, Client shall pay Provider in accordance with the terms below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

All invoices are due as specified in the Payment Schedule. Client shall reimburse Provider for reasonable, pre-approved third-party expenses incurred in connection with performance of the services.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for the notice period above. Provider may suspend services without liability if Client fails to pay undisputed invoices within thirty (30) days after written notice.

Check to permit automatic renewal for successive terms unless either Party provides written notice of non-renewal at least the notice period above prior to the then-current term end date.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party") and shall not disclose such information except as required for performance of this Agreement and only to persons who have a need to know. "Confidential Information" excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source not known to be bound by confidentiality obligations to the Disclosing Party; or (c) was known to the Receiving Party prior to disclosure.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property infringement, neither Party shall be liable for indirect, incidental, consequential or punitive damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Provider shall indemnify and hold harmless Client from third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from claims arising from Client's breach of this Agreement or misuse of the firewall environment.

COMPLIANCE & AUDIT RIGHTS

Provider will perform services in accordance with applicable laws and accepted security standards. Client may, upon reasonable notice and during normal business hours, audit Provider's relevant procedures and records to confirm compliance; any such audit shall be conducted in a manner that does not unreasonably interfere with Provider's business operations.

CHANGE CONTROL

Changes to the scope, configurations, or rule-sets that materially affect security posture or fees shall be implemented only after mutual written agreement. Emergency changes required to protect systems from imminent threat may be made by Provider with prompt notice to Client.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed by the Parties, 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.

MISCELLANEOUS

Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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