Legal Cyber Waiver Form

LEGAL CYBER WAIVER FORM

This Legal Cyber Waiver Form (the Agreement) is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC , Address: (hereinafter "Client"), and Service Provider Name: , Entity Type: Individual Corporation LLC , Address: (hereinafter "Provider"). Client and Provider are collectively referred to as the Parties.

RECITALS

WHEREAS, Provider performs cybersecurity services including but not limited to penetration testing, vulnerability scanning, simulated attack scenarios, security assessments and related activities (the Services); and

WHEREAS, Client desires that Provider perform the Services on certain Client systems and acknowledges that such Services may involve active testing that can result in interruption, degradation, or exposure of data; and

WHEREAS, Client and Provider wish to set forth the allocation of risk, limitations of liability, indemnities and procedures applicable to the performance of the Services.

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

1. DEFINITIONS

1.1 "Services" means the cybersecurity activities described in the attached scope of work or otherwise agreed in writing, including active testing and analysis. 1.2 "Confidential Information" means non-public information disclosed by a Party in connection with the Services, including system configurations, credentials, vulnerability reports and incident data.

2. SCOPE OF WAIVER

2.1 Client knowingly and voluntarily waives any and all claims, causes of action, damages, losses or liabilities against Provider arising from reasonably anticipated outcomes of the Services, including temporary service interruptions, degraded performance, or the introduction of test-generated data, except as expressly limited by Section 4 (Exclusions from Waiver).

2.2 This waiver applies only to activities conducted within the agreed Scope of Work and in accordance with any operational constraints and safety measures mutually agreed in writing.

3. ACKNOWLEDGMENT OF RISKS AND CONSENT

Client acknowledges that the Services involve inherent risks, including but not limited to service disruption, data exposure, unintended access control changes and system instability. Client expressly consents to Provider performing the Services and accepts responsibility for identifying and protecting critical systems and data prior to testing.

Client will provide Provider with a list of critical systems to be excluded from active testing and will maintain current backups for systems subject to testing. Critical systems excluded from testing:

4. EXCLUSIONS FROM WAIVER; GROSS NEGLIGENCE; ILLEGAL ACTS

4.1 Nothing in this Agreement shall operate to waive claims arising from Provider's gross negligence, willful misconduct, fraud, or intentional violation of law. 4.2 Provider shall not be responsible for consequences arising from Client's actions or inactions, including failure to follow Provider's pre-test instructions, or from third parties not under Provider's control.

5. INDEMNIFICATION

Client shall indemnify and hold harmless Provider, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to Client's systems, data, third-party claims resulting from Client's consent to the Services, or Client's breach of this Agreement. Provider shall promptly notify Client of any indemnifiable claim and shall reasonably cooperate in the defense.

6. CONFIDENTIALITY AND DATA HANDLING

6.1 Provider agrees to treat Client Confidential Information as confidential and to use such information solely for the performance of the Services. Provider will not disclose Confidential Information except to personnel with a need to know or as compelled by law. 6.2 Provider will implement reasonable administrative, technical and physical safeguards to protect Confidential Information and will return or securely destroy Client data within thirty (30) days after completion of the Services, unless otherwise agreed in writing.

7. INCIDENT REPORTING AND MITIGATION

Provider will notify Client of any material incident or unintended impact discovered during testing within Notification Period (hours): hours of discovery and will take commercially reasonable steps to mitigate impacts caused by Provider's activities.

8. INSURANCE

Each Party will maintain, at its expense, insurance coverage appropriate to the Services and its obligations hereunder, including professional liability/errors and omissions coverage where applicable. Upon request, a Party will provide evidence of such insurance to the other Party.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER FOR THE APPLICABLE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERM; TERMINATION

This Agreement is effective as of the Effective Date and remains in force until completion of the Services or earlier termination in accordance with the parties' written agreement. Either Party may terminate for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a Party designates by notice. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended by a writing signed by both Parties. No waiver of any provision is effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State identified below without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any exhibits or statements of work incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings.

14. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, authority and power to enter into this Agreement and to perform its obligations hereunder. Provider represents that, to the best of its knowledge, the Services will be performed in a professional and workmanlike manner consistent with industry standards.

15. ACCEPTANCE AND CONSENT

By signing below, Client acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult counsel, and that it knowingly and voluntarily accepts the risks and waives the claims as set forth herein.

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