Logging Policy Agreement

LOGGING POLICY AGREEMENT

This Logging Policy Agreement ("Agreement") is entered into as of by and between Company Name: (hereafter "Company"), a with its principal place of business at and Service Provider Name: (hereafter "Provider"), a with its principal place of business at .

RECITALS

WHEREAS, Company operates systems and services that generate operational and security logs necessary for troubleshooting, security monitoring, regulatory compliance, and forensic investigation; and

WHEREAS, Provider performs services for Company that require the collection, storage, processing, or transmission of log data and the parties wish to define the permitted collection, retention, access, protection, and disposition of such log data; and

WHEREAS, the parties intend for this Agreement to establish a binding logging policy that allocates responsibilities and describes controls, data categories, retention schedules and audit rights.

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 following meanings:

(a) "Log Data" means records of events, transactions, system operations, user activities, access attempts, alerts, audit trails, and other metadata and telemetry generated by Company systems or produced in the performance of Provider services.

(b) "Retention Period" means the length of time Log Data is stored prior to deletion as specified in Section 4. The default retention period is months unless otherwise agreed in writing.

(c) "Authorized Personnel" means individuals designated by Company who have a documented business need and authorization to access Log Data.

2. SCOPE OF LOGGING

Provider shall collect and retain only the categories of Log Data that are necessary to perform the services described in the applicable service agreement or statement of work. The parties acknowledge that the following categories are subject to collection where necessary:

Authentication and authorization events
System and application errors, exceptions and crashes
Network flow and connectivity logs
Configuration changes and administrative actions
Security alerts and intrusion detection events
Other:

3. COLLECTION, STORAGE AND SEGREGATION

Provider shall collect Log Data only to the extent necessary for the performance of duties under the parties' service agreement. Provider shall store Log Data in systems that provide appropriate logical and physical segregation from unrelated data and from other customers' data.

Provider shall implement and maintain technical and organizational measures designed to protect Log Data against unauthorized access, alteration, disclosure or destruction, including but not limited to access controls, encryption, integrity checks, secure backups, and role-based permissions as described in Section 6.

4. RETENTION AND DISPOSITION

Log Data shall be retained only for the Retention Period specified in Section 1(b) unless a longer period is required by applicable law or a separate written agreement. At the end of the retention period, Provider shall securely and irreversibly delete or anonymize Log Data in a manner that prevents recovery.

5. ACCESS, USE AND DISCLOSURE

Access to Log Data shall be limited to Authorized Personnel and to third parties only as expressly permitted by Company or as required by law with notice to Company where permitted. Provider shall maintain an access log that records each instance of access to high-sensitivity Log Data and shall provide such access logs to Company upon request as set forth in Section 8.

Provider shall not use Log Data for its own marketing, analytics or competitive purposes without Company’s prior written consent. Any use beyond the scope of this Agreement requires a written amendment.

6. SECURITY MEASURES

Provider shall implement the following minimum controls for Log Data:

Encryption at rest (AES 256 or industry equivalent)
Encryption in transit (TLS 1.2+)
Integrity verification (hashing and tamper-detection)
Regular encrypted backups with tested restore procedures
Multi-factor authentication for administrative access

7. INCIDENT RESPONSE AND NOTIFICATION

In the event of a confirmed or reasonably suspected security incident that materially affects Log Data, Provider shall notify Company without undue delay and in no event later than hours of discovery. Provider shall cooperate with Company’s investigation, preserve forensic evidence, provide a root cause analysis and reasonable remedial measures.

8. AUDIT, REPORTING AND COMPLIANCE

Company shall have the right, upon reasonable notice and during normal business hours, to audit Provider’s compliance with this Agreement. Audit frequency shall be:

Provider shall provide reasonable evidence of controls (reports, certifications or attestation) and shall remediate any non-compliance within a commercially reasonable period as agreed by the parties.

9. LIABILITY; INDEMNIFICATION

Each party shall be liable for breaches of its obligations under this Agreement in accordance with applicable law. Provider shall indemnify, defend and hold harmless Company from and against any claims, liabilities, losses or expenses arising out of Provider's unauthorized access to, disclosure of, or failure to protect Log Data caused by Provider’s negligence or willful misconduct.

10. NOTICES

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

11. AMENDMENTS; WAIVER

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. Failure by either party to enforce any provision shall not constitute a waiver of that provision.

12. COUNTERPARTS; EXECUTION

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. Electronic signatures shall be deemed originals for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to logging policy and supersedes all prior agreements and understandings on that subject.

14. MISCELLANEOUS PROVISIONS

Except as otherwise provided, the parties shall perform their obligations in good faith and maintain records sufficient to demonstrate compliance with this Agreement for the Retention Period plus any applicable statute of limitations. Any breach of the confidentiality or security obligations that risks unauthorized disclosure of personally identifiable information shall be subject to injunctive relief in addition to any remedies available at law or equity.

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