Legal Security Policy

LEGAL SECURITY POLICY

This Legal Security Policy (the Policy) is made effective as of by and between Company Name: , with principal place of business at (\"Company\"), and Recipient Name: , with principal place of business at (\"Recipient\").

RECITALS

WHEREAS, Company maintains proprietary, confidential, and regulated information and information systems that require legally enforceable administrative, technical, and physical safeguards; and

WHEREAS, Recipient will access, process, store, or transmit Company Data and may have access to Company Systems in the course of performing services or operations under separate agreements; and

WHEREAS, the parties wish to establish minimum security obligations, reporting requirements, and legal remedies to protect Company Data and Company Systems.

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

1. DEFINITIONS

1.1 \"Confidential Information\" means all non-public information disclosed by Company to Recipient, whether oral, written, electronic or other form, including but not limited to technical data, trade secrets, business plans, personal data, credentials, and any Data defined below, regardless of designation.

1.2 \"Company Data\" means all data owned or controlled by Company that is stored, processed, or transmitted on Company Systems or Recipient systems on behalf of Company.

1.3 \"Incident\" means any confirmed or reasonably suspected unauthorized access, acquisition, use, disclosure, modification, or destruction of Company Data or Company Systems.

2. SCOPE AND APPLICABILITY

2.1 This Policy applies to Recipient, Recipient Personnel, subcontractors, and any systems, infrastructure or services that directly or indirectly store, process, transmit, or otherwise handle Company Data or interconnect with Company Systems (\"Covered Systems\").

3. MINIMUM SECURITY CONTROLS

3.1 Administrative Controls: Recipient shall maintain written security policies, designate a security officer, conduct role-based access reviews at least annually, perform background checks on personnel with privileged access, and require confidentiality obligations binding on all Recipient Personnel handling Company Data.

3.2 Technical Controls: Recipient shall implement industry-standard technical safeguards including strong authentication, least-privilege access, logging and monitoring, endpoint protection, timely deployment of security patches, and encryption of Company Data at rest and in transit using appropriate cryptographic methods.

3.3 Physical Controls: Recipient shall maintain reasonable physical protections for facilities and hardware that store Company Data, including access controls, visitor logs, and environmental protections against loss or damage.

4. DATA CLASSIFICATION AND HANDLING

4.1 Recipient shall adopt a data classification scheme consistent with the sensitivity of Company Data and apply handling procedures commensurate with such classification. Confidential Information shall receive the highest level of protection and may not be copied to non-approved media or personal devices without Company's prior written consent.

5. INCIDENT RESPONSE AND NOTIFICATION

5.1 Incident Detection and Response: Recipient shall maintain an incident response plan and shall promptly investigate and remediate any Incident. Recipient shall preserve evidence and cooperate with Company and regulators in any investigation.

5.2 Notification: Recipient shall notify Company without unreasonable delay and in any event within hours of becoming aware of an Incident that materially affects Company Data. The notification shall include the nature of the Incident, the Data potentially affected, remediation measures taken, and proposed mitigation steps.

6. AUDITS, ASSESSMENTS AND RECORDKEEPING

6.1 Audit Rights: Company may, upon reasonable notice and subject to appropriate confidentiality protections, audit Recipient's compliance with this Policy, including security controls, procedures, and records. Recipient shall provide reasonable cooperation and access to evidence, but Company shall not unreasonably disrupt Recipient's business operations.

6.2 Recordkeeping: Recipient shall retain records demonstrating compliance with this Policy for the longer of three (3) years or the period required by applicable law and shall make such records available to Company upon request.

7. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

7.1 Recipient represents and warrants that it has the requisite expertise, resources, and authority to implement and maintain the controls described in this Policy and that its performance will comply with all applicable laws and industry standards governing information security and data protection.

7.2 Recipient shall ensure that all subcontractors or agents who have access to Company Data are contractually bound to comply with security obligations at least as protective as those set forth in this Policy.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification: Recipient shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Policy, negligence, willful misconduct, or failure to safeguard Company Data.

8.2 Limitation of Liability: Except for liability arising from willful misconduct, fraud, gross negligence, or breach of confidentiality obligations with respect to personal data or highly confidential information, neither party's aggregate liability shall exceed the amounts paid or payable under any underlying services agreement during the twelve (12) months preceding the claim.

9. TERM, TERMINATION AND SUSPENSION

9.1 Term: This Policy shall remain in effect for the duration of Recipient's access to Company Data and Covered Systems and shall survive termination of any service agreement as necessary to effectuate completion of obligations herein.

9.2 Termination for Cause: Company may suspend Recipient's access or terminate any related services agreement immediately upon written notice if Recipient materially breaches this Policy and fails to cure within a commercially reasonable time.

10. REMEDIAL ACTIONS

10.1 Corrective Measures: Upon identification of noncompliance or an Incident, Recipient shall promptly take corrective measures, provide periodic status reports to Company, and implement additional mitigation steps as reasonably requested by Company.

11. NOTICES

11.1 All notices required or permitted under this Policy shall be in writing and sent to the addresses below or to such other address as a party designates by notice. Notices shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments: Any amendment to this Policy must be in a writing signed by authorized representatives of both parties. 12.2 Waiver: No waiver of any breach shall be effective unless in writing and signed by the waiving party. 12.3 Counterparts: This Policy may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law: This Policy shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of law principles.

13.2 Entire Agreement: This Policy, together with any incorporated exhibits or referenced agreements, constitutes the entire agreement between the parties with respect to security obligations and supersedes all prior agreements and understandings on the subject.

13.3 Severability: If any provision of this Policy is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Subcontracting: Recipient shall obtain Company's prior written consent before engaging any subcontractor who will have access to Company Data; Recipient shall remain fully responsible for compliance by such subcontractors.

14.2 Remedies: Remedies provided under this Policy are cumulative and in addition to any other rights or remedies available at law or in equity.

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