Legal Threat Intelligence Agreement

Legal Threat Intelligence Agreement

This Legal Threat Intelligence Agreement ("Agreement") is entered into as of by and between Provider Name: a organized under the laws of with its principal place of business at , and Recipient Name: a organized under the laws of with its principal place of business at . Provider and Recipient are collectively the "Parties."

RECITALS

WHEREAS, Provider operates a threat intelligence service and possesses expertise, methodologies, and technical capabilities to collect, analyze, and deliver threat intelligence concerning cyber, physical, and legal threats relevant to organizations; and

WHEREAS, Recipient desires to receive from Provider certain threat intelligence reports, indicators of compromise, analytic summaries, and related services for the purposes of protecting its operations, personnel, and legal interests, and Provider is willing to provide such services on the terms set forth herein; and

WHEREAS, the Parties intend to protect confidential and personal data shared in connection with the services and to allocate rights, duties, and liabilities relating to the provision and use of threat intelligence.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including threat indicators, analyses, methodologies, technical data, source code, non-public reports, internal assessments, and personal data, whether disclosed orally, in writing or electronically.

1.2 "Deliverables" means the threat intelligence reports, indicators, alerts, dashboards, raw data feeds, and related documentation and outputs provided by Provider to Recipient under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall collect, analyze, and deliver threat intelligence as described in the attached service description and as otherwise agreed in writing. The services shall include ongoing monitoring, periodic reporting, provision of indicators of compromise, and reasonable support to assist Recipient in triage and operationalization of intelligence.

2.2 Delivery Frequency:    Primary Delivery Method:

3. CONFIDENTIALITY AND DATA HANDLING

3.1 Each Party shall treat Confidential Information of the other Party as strictly confidential and shall not disclose it to third parties except as permitted by this Agreement. Recipient shall not disclose Deliverables to any third party except as expressly authorized in writing by Provider.

3.2 Permitted Disclosures. Confidential Information may be disclosed (a) to a Party's employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; (b) to the extent required by law or by a valid court or governmental order, provided the disclosing Party gives prompt written notice to the other Party and cooperates to seek confidential treatment or a protective order.

3.3 Data Handling and Retention. Provider will implement reasonable administrative, physical and technical safeguards to protect Confidential Information and personal data. Provider shall retain Recipient data only for the period necessary to provide the services and for a retention period of unless otherwise required by law. Upon termination, Provider shall return or securely destroy Recipient Confidential Information in accordance with Recipient's written instructions.

4. USE RESTRICTIONS

4.1 Recipient shall use Deliverables solely for its internal security, legal, risk mitigation and compliance purposes and shall not resell, sublicense, redistribute, or otherwise make Deliverables available to any third party without Provider's prior written consent.

4.2 Recipient may share derived analyses with affiliates, customers or partners only if such analyses do not reveal Provider's raw sources, methodologies, or unredacted Confidential Information, and Recipient obtains written assurance that such third parties will comply with confidentiality obligations no less protective than this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, tools, source code, raw data feeds, and any improvements or derivative works thereof. Provider grants Recipient a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely as permitted by this Agreement during the Term.

5.2 Recipient retains ownership of its pre-existing data and any Recipient-provided information. To the extent Provider creates custom reports or bespoke analytics developed specifically for Recipient for consideration paid hereunder, ownership and license terms for such custom Deliverables shall be set forth in written annexes.

6. FEES AND PAYMENT

6.1 Fees. Recipient shall pay Provider the fees as set forth: Base Fee: USD per and any agreed one-time setup fees of USD.

6.2 Payment Terms. Invoices are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Recipient shall reimburse Provider for reasonable, documented out-of-pocket expenses incurred in the performance of services, if pre-approved.

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of (the "Initial Term"), and thereafter shall unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, Recipient shall promptly pay all accrued fees, Provider shall cease active deliveries, and within thirty (30) days Provider shall return or destroy Recipient Confidential Information as requested. Sections concerning confidentiality, indemnity, limitation of liability, ownership and any surviving provisions shall survive termination.

8. SECURITY AND INCIDENT RESPONSE

8.1 Security Measures. Provider shall maintain reasonable security measures appropriate to the sensitivity of the data, including logical access controls, encryption in transit and at rest where feasible, logging and monitoring, vulnerability management, and personnel screening for roles with access to Confidential Information.

8.2 Incident Notification. Provider will notify Recipient without undue delay and in any event within after discovery of a security incident materially affecting Recipient Confidential Information, and will provide information concerning the nature of the incident, affected data categories, and remediation steps.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Provider further represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither Party shall be liable to the other for incidental, consequential, punitive, special or indirect damages, including lost profits or business interruption, even if advised of the possibility of such damages.

10.2 The aggregate liability of Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

11. INDEMNIFICATION

11.1 Provider shall indemnify, defend and hold harmless Recipient and its officers, directors and employees from and against any third-party claims to the extent arising from Provider's gross negligence or willful misconduct in providing the services. Recipient shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Recipient's misuse of Deliverables, violation of law, or breach of this Agreement.

12. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses above by registered mail, courier, or email (with confirmation), and shall be effective upon receipt.

13. AMENDMENTS; WAIVER

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

13.2 Failure or delay by a Party to exercise any right shall not be deemed a waiver of that right.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision accomplishing, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or written annexes referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

16. GOVERNING LAW; COUNTERPARTS

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of without regard to principles of conflicts of law.

16.2 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. Facsimile and electronic signatures shall be deemed binding.

MISCELLANEOUS

17.1 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship.

17.2 Remedies. Except as otherwise provided herein, remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity.

SERVICE SPECIFICATIONS (ANNEX)

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