Legal MSS Agreement

LEGAL MSS AGREEMENT

This Legal MSS Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , an entity organized as Corporation LLC Other with principal place of business at , and Client Name: , an entity organized as Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing managed security and monitoring services and related professional services (collectively, "Managed Security Services" or "MSS"); and

WHEREAS, Client desires to retain Provider to furnish MSS and certain support services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such MSS to Client pursuant to the terms, service levels, and fees specified in this Agreement.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal MSS Agreement and all attachments, addenda, and exhibits hereto. 1.2 "Services" means the MSS described in Section 2 and further detailed in the Service Description. 1.3 "Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. Provider shall provide the Managed Security Services as described in the Service Description below and any mutually executed statement(s) of work. Services include continuous monitoring, alerting, incident investigation, and remediation assistance as set forth herein.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Service Start Date: and shall continue for an initial period of months (the "Initial Term"). Thereafter the Agreement shall automatically renew for successive one-year periods unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

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

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees specified in the applicable order or invoice. Base monthly fee: USD, plus any applicable taxes.

4.2 Late Payments. Overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Client shall reimburse Provider for reasonable collection costs.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall maintain the confidentiality of Confidential Information of the other party and shall not disclose such information except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

5.2 Exceptions. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was lawfully in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

6. DATA SECURITY AND PRIVACY

Provider shall maintain administrative, physical, and technical safeguards appropriate to the nature of the Client Data. Provider shall notify Client without undue delay upon becoming aware of a security incident affecting Client Data and shall cooperate in investigating and remediating such incident.

7. SERVICE LEVELS AND REMEDIES

7.1 Availability. Provider shall use commercially reasonable efforts to make Services available with an uptime percentage of at least % measured on a monthly basis.

7.2 Remedies. If Provider fails to meet the Service Levels, Client may be eligible for service credits as set forth in the applicable Service Level Schedule. Service credits shall be Client's sole and exclusive remedy for failure to meet service levels.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, PROVIDER PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall defend, indemnify, and hold Client harmless from and against any third-party claim alleging that the Services, as provided by Provider, infringe a third party's intellectual property rights, provided that Client gives Provider prompt written notice, sole control of the defense and settlement, and reasonable cooperation.

9.2 Client Indemnity. Client shall defend, indemnify, and hold Provider harmless from and against claims arising from Client Data or Client's use of the Services in violation of this Agreement.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations under Section 9, neither party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages. Provider's aggregate liability for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. INSURANCE

Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability insurance, in amounts sufficient to meet its obligations under this Agreement. Upon request, Provider shall provide certificates of insurance to Client.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail (first-class, certified).

13. AMENDMENTS AND WAIVER

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 by either party in exercising any right under this Agreement shall operate as a waiver.

14. COUNTERPARTS

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

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

15.3 Entire Agreement. This Agreement, together with any exhibits and applicable statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

MISCELLANEOUS

The parties acknowledge that each has had the opportunity to review this Agreement with legal counsel. Headings are for convenience only and shall not affect interpretation. Except as otherwise provided, all obligations that by their nature should survive termination or expiration of this Agreement shall so survive.

Sign Now