Legal Server Hardening Agreement

LEGAL SERVER HARDENING AGREEMENT

This Legal Server Hardening Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client operates information systems and servers that host or process legal matter data and requires technical and procedural measures to reduce risk, secure access, preserve confidentiality and ensure system integrity; and

WHEREAS, Provider is engaged in the business of information security and systems administration and represents that it possesses the skills, personnel and tools necessary to perform server hardening, vulnerability remediation and verification services; and

WHEREAS, the Parties desire to set forth the terms under which Provider will perform server hardening and related services in a manner that complies with Client's confidentiality obligations and applicable professional standards.

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

1. DEFINITIONS

1.1 "Hardening" means the implementation of technical configurations, patching, removal or disabling of unnecessary services, secure configuration of access controls, audit logging, and other security measures described in the Scope of Services.

1.2 "Confidential Information" means any non-public information disclosed by Client to Provider in connection with this Agreement, including but not limited to case data, personally identifiable information, system credentials, network diagrams, and configuration files.

2. SCOPE OF SERVICES

2.1 Provider shall perform server hardening services as described in the Service Plan and Deliverables, which shall include: inventory and classification of target servers; baseline configuration assessment; application of approved patches and updates; removal or disabling of unnecessary services and packages; configuration of secure authentication and authorization mechanisms; file system and permission hardening; firewall and network access control configuration; logging and monitoring configuration; and provision of a post-hardening remediation report.

2.2 Provider will document all changes in a change log and will not implement any change that materially alters service availability or integrity without prior written approval from Client or the Client's designated representative except where emergency remediation is required to prevent an imminent security incident, in which case Provider shall notify Client promptly after taking action.

3. DELIVERABLES AND ACCEPTANCE

3.1 Provider shall deliver: (a) a pre-hardening assessment report; (b) a change log of all configuration changes applied; (c) a post-hardening verification report documenting applied controls, outstanding items and residual risks; and (d) scripts and configuration artifacts deployed when agreed in writing.

3.2 Acceptance shall occur upon Client's written confirmation that the deliverables materially conform to the agreed Scope and that critical vulnerabilities have been remediated, or upon lapse of a ten (10) business day review period without Client's written rejection detailing nonconformities.

4. PROVIDER OBLIGATIONS

4.1 Provider shall perform services in a competent, workmanlike manner consistent with industry standards applicable to information security professionals and shall comply with Client's documented change-control procedures when provided.

4.2 Provider shall maintain the confidentiality of system access credentials and shall use such credentials solely to perform the services under this Agreement. Provider shall not exfiltrate or retain copies of Client data except as reasonably necessary to perform the services and only with Client's prior written consent.

5. CLIENT OBLIGATIONS

5.1 Client shall provide Provider with timely access to systems, network resources, credentials, documentation and a point of contact authorized to approve changes. Client shall notify Provider of any administrative or legal constraints affecting the systems.

5.2 Client is responsible for maintaining backups and for restoring services in the event of system failure resulting from factors beyond Provider's negligent or willful acts. Provider will take reasonable precautions to avoid service disruption.

6. CHANGE CONTROL

6.1 All non-emergency changes shall be documented in a written change order signed by both Parties. Change orders shall describe the nature of the change, the systems affected, rollback procedures, testing procedures and schedule.

7. SCHEDULE

Services shall commence on or about with an expected substantial completion date of . Provider will notify Client of any material schedule changes.

8. FEES AND PAYMENT

8.1 Client shall pay Provider fees in accordance with the Fee Schedule below. Unless otherwise agreed, Provider shall invoice Client upon delivery of post-hardening deliverables. Invoices are due within thirty (30) days of invoice date.

9. CONFIDENTIALITY

9.1 Each Party shall treat the other's Confidential Information with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care. Provider shall implement administrative, physical and technical safeguards to protect Confidential Information against unauthorized access, disclosure, alteration and destruction.

9.2 Provider shall disclose Confidential Information only to those employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Provider shall be responsible for any breach by its employees or subcontractors.

10. DATA HANDLING AND PRIVACY

10.1 Provider shall process Client data only as necessary to perform the services and in accordance with Client's instructions. Provider shall not use Client data for any other purpose and shall return or securely destroy Client data upon termination or expiration of this Agreement, except to the extent retention is required by applicable law.

11. WARRANTIES AND DISCLAIMERS

11.1 Provider warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for similar services. The foregoing warranty is exclusive and in lieu of all other warranties, whether express, implied or statutory.

11.2 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

12.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, PROVIDER'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. INDEMNIFICATION

13.1 Provider shall defend, indemnify and hold Client harmless from third-party claims to the extent arising from Provider's negligent acts or willful misconduct in performing the Services. Client shall promptly notify Provider of any claim and permit Provider to control the defense and settlement, provided that Client may participate at its own expense.

14. TERM AND TERMINATION

14.1 This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.

14.2 Upon termination, Provider shall deliver any completed deliverables and shall, at Client's election, return or destroy Confidential Information. Client shall pay Provider for all services performed through the effective date of termination and for any non-cancellable commitments incurred prior to termination.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below, by personal delivery, certified mail (return receipt requested), or overnight courier.

16. AMENDMENTS; WAIVER

16.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any term shall be effective unless in writing.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by Client at the time of execution. The Parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

18. ENTIRE AGREEMENT; SEVERABILITY

18.1 This Agreement, including any attachments or executed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

18.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

19. 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.

20. MISCELLANEOUS

20.1 Subcontracting: Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for performance and compliance with this Agreement and ensures that subcontractors are bound by written obligations no less protective than those contained herein.

20.2 Audit Rights: Client may reasonably request evidence of Provider's compliance with the security obligations in this Agreement. Such requests will be satisfied at mutually agreeable times and limited in scope to the extent necessary to verify compliance.

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