Legal CSO Document Template

LEGAL CSO DOCUMENT TEMPLATE

This Chief Security Officer Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , a organized and existing under the laws of (hereinafter "Client"), and CSO Name: , an individual/firm of (hereinafter "CSO"). Client and CSO may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client operates information systems, networks, and facilities that require professional security oversight, risk management and incident response capabilities; and

WHEREAS, CSO represents that CSO has the expertise, personnel and resources to provide executive security leadership, program development, policy formulation, and incident management services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which CSO will provide such services to Client.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. CSO shall provide security leadership and advisory services, including but not limited to: development and oversight of information security strategy, security policy and procedure drafting, risk assessments, security architecture review, incident response planning and coordination, personnel training oversight, vendor security assessments, and regulatory compliance support (collectively, the "Services"). Specific deliverables, milestones and performance metrics are described in Schedule A attached hereto and incorporated by reference. If Schedule A is not completed at signing, the Parties shall complete and execute Schedule A within days.

1.2 Performance Standard. CSO shall perform the Services in a professional and workmanlike manner, consistent with prevailing industry standards for executive security leadership and applicable legal and regulatory obligations.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date set forth above and continue for a period of months, unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall automatically renew for successive month terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon delivering days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION; EXPENSES

Client shall reimburse CSO for preapproved, reasonable out-of-pocket expenses incurred in performing the Services upon submission of appropriate receipts and documentation. Unless otherwise agreed, reimbursements shall be paid within days after receipt of an invoice.

4. CONFIDENTIALITY AND DATA PROTECTION

4.1 Confidential Information. "Confidential Information" means non-public information of a Party disclosed in any form that is designated as confidential or that by its nature a reasonable person would understand to be confidential. CSO shall hold all Confidential Information of Client in strict confidence and shall not disclose such information to third parties except as authorized in writing or as required by law.

4.2 Data Security. CSO shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Confidential Information and the Services, including measures to protect against unauthorized access, disclosure, alteration or destruction.

4.3 Return or Destruction. Upon termination or written request by Client, CSO shall return or securely destroy Confidential Information in its possession within days, except to the extent retention is required by law, in which case retained copies shall remain subject to the confidentiality obligations of this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Work Product. All work product, deliverables and materials created by CSO specifically for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client upon full payment of all amounts due. CSO hereby assigns to Client all right, title and interest in and to such Work Product.

5.2 Preexisting Materials. CSO shall retain ownership of its preexisting tools, methodologies and materials. To the extent any preexisting materials are incorporated into Work Product, CSO grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such preexisting materials solely as embedded in the Work Product.

6. REPRESENTATIONS; 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 warrants that the Services will be performed in a professional manner consistent with prevailing industry standards.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against third-party claims arising out of the indemnifying Party's willful misconduct or gross negligence in performing its obligations under this Agreement.

7.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CSO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. INSURANCE

CSO shall maintain at its expense insurance coverage customary for executive security services, including professional liability/errors and omissions insurance with limits not less than per claim and commercial general liability coverage with limits not less than per occurrence. Upon request, CSO shall provide certificates of insurance evidencing such coverage.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid, to the addresses set forth above or such other address as a Party may designate by notice.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by a Party to enforce any provision shall not constitute a waiver of that right.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if reformation is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS; EXECUTION

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. Electronic signatures (including PDF or facsimile) shall be deemed original signatures for all purposes.

SCHEDULE A — SCOPE DETAILS (IF APPLICABLE)

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