Legal Safe Harbor Agreement

LEGAL SAFE HARBOR AGREEMENT

This Legal Safe Harbor Agreement (the Agreement) is entered into as of Effective Date: , by and between Party A Name: , Entity Type: , Address: (hereinafter "Provider"), and Party B Name: , Entity Type: , Address: (hereinafter "Recipient").

RECITALS

WHEREAS, Provider possesses certain processes, remediation practices and compliance programs designed to mitigate liability and encourage voluntary disclosure and remediation (collectively, the Safe Harbor Measures); and

WHEREAS, Recipient seeks assurance that, upon timely reporting and remediation in accordance with the procedures set forth herein, Provider will receive the limited protections and predictable remedies described in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth mutual obligations, reporting protocols, remediation expectations, and allocation of responsibility in order to encourage prompt, good-faith remediation and cooperation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the meanings set forth below. "Safe Harbor Measures" means the specific policies, procedures and remediation steps described in Section 3 and in the written remediation plan submitted under Section 4. "Covered Event" means any act, omission, vulnerability or incident that, if reported and remediated in accordance with this Agreement, is eligible for the protections provided herein. "Good Faith" means conduct that is honest in fact and in the reasonable belief that the conduct complies with this Agreement.

2. SCOPE OF SAFE HARBOR

Subject to the terms and conditions of this Agreement, Provider shall be entitled to safe harbor treatment for any Covered Event that is reported in accordance with Section 4, fully remediated in accordance with Section 5, and otherwise handled in Good Faith. Safe harbor treatment means: (a) limitation of monetary remedies to costs of reasonable remediation and documented mitigation up to Limit Amount: ; and (b) agreement by Recipient to refrain from seeking punitive damages or equitable relief beyond injunctive measures reasonably necessary to prevent ongoing harm, except as set forth in Section 7.

3. SAFE HARBOR MEASURES AND COMMITMENTS

Provider represents and warrants that it maintains a written set of procedures and remediation protocols intended to detect, report and mitigate Covered Events. Provider shall: (a) maintain documentation evidencing its implementation of Safe Harbor Measures; (b) promptly initiate remediation steps upon discovery of a Covered Event; and (c) provide Recipient, upon request, a written remediation plan that identifies the root cause, remedial actions, estimated costs and timeline for completion.

4. REPORTING PROCEDURES

To qualify for safe harbor, Provider must provide written notice to Recipient within Reporting Period (days): calendar days after discovery of the Covered Event. The notice shall include a description of the Covered Event, the identity of the affected systems or data, and the initial remediation steps taken. Provider's designated reporting contact is Name: , Email: , Phone: .

5. REMEDIATION AND CURE

Upon notice, Provider shall implement the remediation plan and shall have Cure Period (days) to substantially complete the remediation: days, unless extended in writing by Recipient for reasonable cause. If Provider completes remediation in Good Faith within the Cure Period, Recipient's remedies shall be limited as set forth in this Agreement.

6. GOOD FAITH COOPERATION

The parties agree to cooperate in Good Faith to investigate, remediate, and mitigate any Covered Event. Cooperation includes sharing non-privileged factual information, coordinating public communications where appropriate, and refraining from unilateral actions that would materially impair remediation efforts without prior notice and a reasonable opportunity to cure.

7. LIMITATIONS OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental or punitive damages arising out of a Covered Event that is subject to safe harbor hereunder. Monetary recovery by Recipient for qualifying Covered Events shall be limited to documented and reasonable remediation costs not to exceed Limit Amount: , unless otherwise agreed in writing signed by both parties.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its own negligent acts, omissions or willful misconduct in connection with a Covered Event, except to the extent such claims arise from the indemnitee's breach of this Agreement or failure to cooperate in accordance with Section 6. Indemnification obligations shall be subject to reasonable procedures for notice and control of defense as specified in this Section.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for Term (years): years, unless earlier terminated for material breach that remains uncured after written notice and an opportunity to cure of Termination Notice (days): days. Termination shall not relieve obligations relating to Covered Events that occurred prior to termination.

10. CONFIDENTIALITY

All non-public information exchanged under this Agreement, including reports, remediation plans, and technical details of Covered Events, shall be treated as Confidential Information of the disclosing party and shall not be disclosed except as required by law, or to the extent necessary to effectuate the rights and obligations under this Agreement. Confidential obligations shall survive termination for a period of three (3) years.

11. NOTICES

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

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be deemed a waiver of any other provision or of any subsequent breach unless made in writing and signed by the party granting the waiver.

13. COUNTERPARTS

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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: , without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

Each party represents that it has the full right, power and authority to enter into this Agreement and to carry out its obligations hereunder. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

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