Legal Smart Secure Agreement

LEGAL SMART SECURE AGREEMENT

This Legal Smart Secure Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , a organized under the laws of , with its principal place of business at ; and Client Name: , a organized under the laws of , with its principal place of business at .

RECITALS

WHEREAS, Provider develops, maintains and operates certain smart device management, monitoring and security services and related software and hardware integration (collectively, the "Services"); and

WHEREAS, Client desires to engage Provider to provide the Services described herein and Provider is willing to provide such Services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the Services incorporate industry-standard technical and organizational measures designed to protect Client data and the integrity of smart device operations.

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

1.1 "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical designs, security controls, source code, device telemetry, and Client Data.

1.2 "Client Data" means all electronic data, information and content provided by or on behalf of Client to Provider in connection with the Services.

1.3 "Services" has the meaning set forth in the Recitals and includes any software, firmware, hardware integration, monitoring, analytics, updates and support described in Exhibit A or as otherwise agreed in writing.

2. SCOPE OF SERVICES

Provider shall provide the Services as described in the attached Statement of Work or as otherwise described below. The parties agree that the core deliverables include secure device onboarding, continuous monitoring, firmware management, incident response assistance, and periodic reporting.

3. SECURITY STANDARDS AND DATA PROTECTION

Provider shall maintain administrative, physical and technical safeguards designed to protect the confidentiality, integrity and availability of Client Data, consistent with industry-standard frameworks appropriate for smart device ecosystems. Provider shall implement encryption in transit and at rest where feasible, role-based access controls, and logging sufficient to support forensic review.

In the event of a confirmed Security Incident affecting Client Data, Provider will notify Client without undue delay but in no event later than hours after discovery, provide reasonable assistance in investigation and remediation, and, where applicable, comply with applicable breach notification laws.

4. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other in confidence and not to use such Confidential Information except as necessary to perform its obligations under this Agreement. The obligations of confidentiality do not extend to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to seek protective relief.

A breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies available at law or in equity.

5. FEES AND PAYMENT

Client shall pay Provider the fees set forth below and in any applicable Statement of Work. Fees are exclusive of taxes and duties, which Client shall pay as required by applicable law.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for an initial term of (the "Initial Term"), and shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Upon termination, Provider shall cease providing Services and Client shall pay all accrued fees for Services performed through the effective date of termination.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Services, Provider software, tools, firmware and any improvements or modifications thereto, except that Client shall retain all right, title and interest in Client Data and any Client-owned configurations. Provider grants Client a limited, non-exclusive, non-transferable license to use the Services solely for Client's internal business operations in accordance with this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising from Provider's gross negligence or willful misconduct in the performance of the Services. Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Client's use of the Services in breach of this Agreement or Client Data that infringes third-party rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY OR , WHICHEVER IS GREATER.

11. COMPLIANCE WITH LAWS

Each party agrees to comply with all applicable laws, regulations and industry standards in the performance of its obligations under this Agreement, including those related to data protection, export controls and telecommunications where applicable.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

13. AMENDMENTS; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right will constitute a waiver of that right.

14. COUNTERPARTS

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

15. 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 its conflict of laws principles. This Agreement, including any exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

16. MISCELLANEOUS

The parties acknowledge that monetary damages may be an insufficient remedy for breach of certain provisions hereof and that either party may seek injunctive relief to prevent or remedy any such breach in addition to other available remedies.

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