Legal CSO Document

LEGAL CSO DOCUMENT

This Chief Security Officer Engagement Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , organized under the laws of , with its principal place of business at (Company), and CSO Name: , with mailing address at (CSO).

RECITALS

WHEREAS, the Company operates and maintains information systems, data, and assets that require executive-level leadership, governance and oversight of security strategy, risk management, privacy and incident response;

WHEREAS, CSO has represented that CSO possesses the requisite experience and expertise to advise on and manage the Company’s information security, cyber risk and compliance programs; and

WHEREAS, the Company desires to engage CSO and CSO desires to provide services to the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. The Company hereby engages CSO to serve as Chief Security Officer and to perform the services described in Exhibit A attached hereto and incorporated by reference (Services). CSO shall devote such time, skill and attention as reasonably necessary to perform the Services, subject to the limitations set forth in this Agreement.

1.2 Authority and Responsibilities. CSO shall have responsibility for developing and overseeing the Company’s security strategy, policies and program, management of security incidents, interaction with regulators and external stakeholders on security matters, and such other duties as the parties agree in writing. CSO shall at all times comply with Company policies provided in writing and applicable laws and regulations.

Engagement Type

Employee Independent Contractor

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on Term Start Date: and continue for an initial period of months unless earlier terminated in accordance with this Section.

2.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

2.3 Termination for Convenience. The Company may terminate this Agreement without cause upon days’ prior written notice to CSO. Upon termination, the parties shall settle all amounts due and return confidential materials as required herein.

3. COMPENSATION AND EXPENSES

3.1 Fees. In consideration of the Services, Company shall pay CSO the fees set forth as follows: Base Fee: per month and any additional performance-based compensation as mutually agreed in writing.

3.2 Expenses. The Company will reimburse CSO for preapproved reasonable and documented business expenses incurred in connection with performance of the Services. Reimbursement shall be subject to Company expense policy and submission of receipts within sixty (60) days of the expense.

Equity or Other Grants (if any)

4. CONFIDENTIALITY; NON-DISCLOSURE

4.1 Definition. For purposes of this Agreement, Confidential Information shall mean all non-public, proprietary or confidential information of the Company, including without limitation trade secrets, business plans, technical data, security architecture, incident reports, risk assessments and customer or employee data.

4.2 Obligations. CSO shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as authorized in writing, and (c) use Confidential Information solely for the performance of the Services. CSO shall implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information against unauthorized access, disclosure or use.

4.3 Injunctive Relief. The parties acknowledge that a breach of this Section 4 may cause irreparable harm for which monetary damages would be an inadequate remedy and the Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

5. DATA SECURITY AND COMPLIANCE

5.1 Security Program. CSO shall be responsible for establishing, documenting and maintaining a security program that includes risk assessments, controls, monitoring, vulnerability management and incident response consistent with industry standards and applicable law.

5.2 Breach Notification. CSO shall notify the Company’s CEO and General Counsel promptly and in no event later than days after discovery of any actual or suspected security incident affecting Company systems or data.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. All inventions, improvements, discoveries, works of authorship, documentation, reports and other deliverables, whether or not patentable or copyrightable, that are conceived, developed or reduced to practice by CSO in the course of performing the Services (Work Product) shall be the sole and exclusive property of the Company. CSO hereby assigns and agrees to assign all right, title and interest in and to the Work Product to the Company.

6.2 Assistance. Following the Company’s request and at the Company’s expense, CSO shall execute and deliver documents and take actions reasonably necessary to effectuate the assignment of Work Product to the Company.

7. CONFLICTS OF INTEREST; OTHER ACTIVITIES

7.1 Conflicts. CSO represents that CSO is not subject to any contractual obligation that would prevent CSO from performing the Services. CSO will promptly disclose to the Company any existing or potential conflict of interest and will not engage in activities that materially impair CSO’s ability to perform the Services without the Company’s prior written consent.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. CSO further represents that CSO’s performance will not violate any law or contractual obligation to a third party.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by CSO. CSO shall indemnify, defend and hold harmless the Company and its officers, directors and employees from and against any claims, losses, damages, liabilities and expenses arising out of CSO’s willful misconduct, gross negligence or material breach of this Agreement.

9.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate direct damages shall be limited to amounts actually paid to CSO under this Agreement in the twelve (12) months preceding the claim.

10. INSURANCE

During the term of this Agreement, CSO shall maintain in force commercially reasonable insurance, including, where applicable, professional liability and cyber liability coverage, in amounts sufficient to cover CSO’s obligations hereunder and as reasonably requested by the Company.

11. NOTICES

Company Notice Address

CSO Notice Address

Notices shall be in writing and shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, certified or registered, return receipt requested, or upon confirmed electronic transmission to the addresses set forth above or such other addresses as either party may specify in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith a substitute provision that most nearly effectuates the original intent.

14. MISCELLANEOUS

14.1 Remedies. Except as otherwise provided herein, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

14.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "include" shall be deemed to be followed by the words "without limitation" whether or not they are in fact followed by such words.

Execution

The parties have executed this Agreement as of the Effective Date set forth above.

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