Legal Spoofing Agreement

LEGAL SPOOFING AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of performing controlled caller-identification spoofing, simulation, or other identity-masking services for lawful testing, security assessment, or compliance purposes; and

WHEREAS, Client desires to engage Provider to perform such permitted spoofing activities solely within the scope set forth in this Agreement, and Provider is willing to perform such services subject to the terms, representations, warranties, and restrictions contained herein; and

WHEREAS, the Parties intend to establish clear authorization, limitations, and procedures to ensure that all spoofing activities performed under this Agreement comply with all applicable laws and do not cause harm, deception, or unauthorized access to third-party systems.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Authorized Purpose" means lawful security testing, compliance verification, enterprise systems testing, or other activities expressly described in the Scope of Services and approved in writing by the Parties.

"Spoofing Activities" means any alteration, masking, simulation, or manipulation of identifying information (including but not limited to caller identification, originating number, display name, or other routing/identity data) implemented by Provider pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform Spoofing Activities only as expressly described in the Scope Exhibit or in the Service Description below and only for the Authorized Purpose. A detailed description of requested activities is as follows:

2.2 Provider shall only initiate Spoofing Activities upon receipt of written authorization from Client specifying target systems, date ranges, test identifiers, and any required opt-in or notice processes for recipients.

3. PERMITTED AND PROHIBITED USES

3.1 Permitted Spoofing Activities: Provider may perform Spoofing Activities necessary to achieve the Authorized Purpose and only in accordance with the Scope and any written instructions received from Client.

3.2 Prohibited Uses: Under no circumstances shall Provider or Client use Spoofing Activities to (a) commit fraud, harassment, identity theft, stalking, unlawful surveillance, or any activity that violates criminal law; (b) impersonate law enforcement, emergency services, or a third party in a manner reasonably likely to cause injury or property damage; or (c) otherwise engage in conduct that is not authorized in writing by Client and that is not an Authorized Purpose.

4. AUTHORIZATION, REPRESENTATIONS, AND WARRANTIES

4.1 Client represents and warrants that it has the full right, power, and authority to authorize the Spoofing Activities described in the Scope, including obtaining any third-party consents or notices required by applicable law. Client shall provide written evidence of any such authorizations upon request.

4.2 Provider represents and warrants that it will perform Spoofing Activities in a professional manner consistent with industry practice and in compliance with applicable laws and regulations. Provider further warrants it will maintain reasonable safeguards to prevent unauthorized use of spoofing capabilities.

5. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, and industry rules in performing its obligations under this Agreement. If a change in law materially affects the Parties' ability to perform, Parties shall negotiate in good faith to modify the Scope or terms to achieve the original intent consistent with legal requirements.

6. DATA HANDLING, PRIVACY, AND SECURITY

6.1 Provider shall treat data collected, produced, or accessed in connection with Spoofing Activities as Confidential Information subject to Section 15 (Confidentiality) and shall implement technical and organizational measures appropriate to the sensitivity of such data to protect it from unauthorized access, disclosure, alteration, or destruction.

6.2 Provider will retain logs and records of Spoofing Activities for a period of not less than and will provide copies to Client upon reasonable request to demonstrate compliance with this Agreement.

7. REPORTING AND REMEDIATION

Provider shall promptly notify Client of any incidents, complaints, or third-party objections arising from Spoofing Activities and shall cooperate with Client in investigating and remediating such matters. Provider shall cease the specific activity giving rise to a valid complaint until Parties agree upon a corrective plan.

8. FEES AND PAYMENT

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

9. TERM AND TERMINATION

9.1 Term: This Agreement commences on the Effective Date and continues until completion of the Scope or termination in accordance with this Section.

9.2 Termination for Convenience: Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party.

9.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice specifying the breach.

10. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of its representations, warranties, obligations, or any prohibited use of Spoofing Activities under this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Provider shall maintain and cause its subcontractors to maintain commercial general liability insurance and errors & omissions or professional liability insurance in amounts reasonably customary in the industry given the services provided. Provider shall provide certificates of insurance upon reasonable request.

13. CONFIDENTIALITY

The Parties shall treat as confidential all non-public information disclosed in connection with this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement. Each Party shall use Confidential Information only for the purposes of performing under this Agreement and shall restrict access to employees and agents with a need to know.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the respective Party contact information set forth below:

15. AMENDMENTS, WAIVER, COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. This Agreement may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits, schedules, and written authorizations referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. EXECUTION AND AUTHORITY

Each person signing this Agreement warrants that he or she is duly authorized to enter into this Agreement on behalf of the Party for whom they sign and that this Agreement is binding on such Party.

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