Legal Security Requirements Document

LEGAL SECURITY REQUIREMENTS DOCUMENT

This Legal Security Requirements Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider will access, receive, process, store or transmit certain confidential and regulated information of Client in connection with Provider's performance of services; and

WHEREAS, the Parties desire to set forth mandatory security requirements, controls and procedures that Provider must implement to protect Client Data and to establish the Parties' respective rights and obligations in the event of a security incident or audit; and

WHEREAS, the Parties intend that these requirements constitute contractual obligations that are incorporated by reference into any master services agreement governing the Parties' relationship.

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

1. DEFINITIONS

1.1 "Client Data" means all information provided by or on behalf of Client to Provider, or collected by Provider in the course of providing services, including but not limited to personal data, payment information, proprietary business data, and any other data designated in writing by Client.

1.2 "Security Incident" means any confirmed or reasonably suspected breach of Provider's systems that results in unauthorized access, disclosure, alteration, destruction, or loss of Client Data.

2. MINIMUM SECURITY CONTROLS

Provider shall maintain and enforce administrative, technical and physical safeguards designed to protect the confidentiality, integrity and availability of Client Data. At a minimum, Provider shall implement the following controls:

a) Access control and authentication measures, including unique user identification, least-privilege access and multi-factor authentication for remote or privileged access when accessing Client Data; and

b) Secure data encryption at rest and in transit using industry-standard cryptographic algorithms and key management; encryption standard/algorithm required:

c) Network and system security measures including firewalls, intrusion detection/prevention or equivalent monitoring, and timely application of security patches; and

d) Secure software development lifecycle practices for systems that store or process Client Data, including vulnerability scanning, code review and remediation tracking.

3. DATA CLASSIFICATION AND HANDLING

Provider shall document the types of Client Data it processes. Describe categories of Client Data processed under this Agreement:

Provider shall limit access to Client Data to personnel with a demonstrable business need and shall require executed confidentiality obligations for such personnel within a period of days of engagement.

4. INCIDENT MANAGEMENT AND NOTIFICATION

Provider shall maintain an incident response program and notify Client of any Security Incident affecting Client Data without undue delay and in no event later than hours after Provider becomes aware of the incident. Notification shall include a description of the nature and scope of the incident, categories of affected data, remedial actions taken and recommended next steps.

Provider shall preserve and promptly provide to Client all logs, system images and other forensic information reasonably necessary to investigate the Security Incident.

5. AUDITS AND ASSESSMENTS

Client reserves the right to conduct security assessments and audits of Provider's relevant systems and processes, either by Client personnel or by an independent third party retained by Client. Provider shall cooperate and make available documentation and personnel within days' prior written notice. Provider shall remediate materially deficient findings within a period mutually agreed in writing.

6. SUBCONTRACTORS AND THIRD PARTIES

Provider shall not subcontract any processing of Client Data without Client's prior written consent. When permitted, Provider shall flow down the substantive security obligations of this Agreement to subcontractors. Provider shall identify current or anticipated subcontractors that will process Client Data:

7. COMPLIANCE AND GOVERNANCE

Provider represents and warrants that it will comply with all applicable laws and regulations governing the protection of Client Data. Provider shall maintain records demonstrating compliance and shall permit Client to review such records as needed.

Select the security standards Provider affirms compliance with (check all that apply):

ISO 27001

SOC 2 Type II

NIST CSF

Other standard(s):

8. CONFIDENTIALITY

Provider shall treat Client Data as Confidential Information and shall not use or disclose such information except as necessary to perform services under this Agreement. The obligations in this Section survive termination of this Agreement for a period of years.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from third-party claims arising from Provider's breach of its security obligations or negligent acts or omissions. The Parties agree that Provider's aggregate liability for direct damages arising from Provider's breach of this Agreement shall be limited to $ unless otherwise required by law. This limitation shall not apply to liability arising from gross negligence, willful misconduct, or claims for death or bodily injury.

10. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the duration of the underlying services unless earlier terminated. Upon termination, Provider shall, at Client's election, return or securely delete Client Data within days and provide certification of deletion.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or electronic delivery with confirmation.

12. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement, together with any incorporated attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity. Client shall be entitled to injunctive relief to prevent or mitigate any actual or threatened Security Incident.

14.2 Survival: Sections concerning confidentiality, indemnity, limitation of liability, notices and any other provisions reasonably intended to survive shall survive termination or expiration of this Agreement.

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