Legal CSIO Document

LEGAL CSIO DOCUMENT

This Legal CSIO Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at , and CSIO Provider Name: , with principal place of business at .

The parties shall be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires centralized security, integration and operational services relating to information systems, data handling and incident operations that are described in this Agreement; and

WHEREAS, CSIO Provider represents that it possesses expertise, personnel, facilities and technical capability to provide such centralized security, integration and operations services (the "CSIO Services"); and

WHEREAS, the Parties desire to set forth the terms and conditions under which CSIO Provider will provide CSIO Services and Client will receive and compensate such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one Party to the other in any form that is identified as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential, including but not limited to business plans, technical data, trade secrets, and customer data.

1.2 "CSIO Services" means the services, deliverables and ancillary support described in Section 2 and the Service Description provided by CSIO Provider.

2. SCOPE OF SERVICES

2.1 CSIO Provider shall perform CSIO Services in a professional and workmanlike manner consistent with industry standards. The scope of the CSIO Services is described as follows:

2.2 Changes to the scope shall be documented in a written change order signed by authorized representatives of both Parties, stating any adjustments to fees, schedule, or deliverables.

3. FEES; PAYMENT

3.1 Invoices shall be paid within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Each Party shall protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be used except to perform obligations under this Agreement.

4.2 The obligations of confidentiality shall not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without reference to Confidential Information, or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other to permit a protective order.

5. DATA SECURITY AND PRIVACY

5.1 CSIO Provider shall implement administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, alteration, disclosure or destruction. Such safeguards shall include, at a minimum: access controls, encryption for data in transit and at rest where applicable, logging and monitoring, and least-privilege access.

5.2 In the event of an actual or suspected security breach affecting Client Data, CSIO Provider shall notify Client without unreasonable delay and, in any event, within hours of discovery, provide reasonable cooperation in investigation and remediation, and comply with applicable breach notification laws.

6. COMPLIANCE

6.1 Each Party shall comply with applicable laws, rules and regulations governing its performance under this Agreement, including data protection and export control laws. CSIO Provider shall maintain all licenses and permits necessary to perform the CSIO Services.

7. TERM; TERMINATION

7.1 The term of this Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated in accordance with this Section.

7.2 Either Party may terminate for material breach if the breaching Party fails to cure within days after written notice. Either Party may terminate for convenience upon days prior written notice.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 CSIO Provider represents that the CSIO Services will be performed in a professional manner consistent with generally accepted industry practices and standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CSIO PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

9. INDEMNIFICATION

9.1 CSIO Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of CSIO Provider's gross negligence, willful misconduct, or breach of confidentiality obligations, provided that Client gives prompt written notice of the claim and cooperates in the defense.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT OR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CSIO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. NOTICES

11.1 All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notice shall be effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with any exhibits and signed change 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.

14.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to best accomplish the original intent of the Parties.

15. COUNTERPARTS

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding.

16. MISCELLANEOUS

16.1 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a sale of substantially all of its assets or a merger where the assignee assumes the assigning Party's obligations.

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