Managed Services SOC Agreement

MANAGED SERVICES SOC AGREEMENT

This Managed Services SOC Agreement (the "Agreement") is entered into as of Day: Month: Year: (the "Effective Date"), by and between Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client").

RECITALS

WHEREAS, Provider operates a Security Operations Center (SOC) and provides managed detection, monitoring, incident response coordination, and related security services; and

WHEREAS, Client desires to engage Provider to deliver SOC managed services described herein and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services identified above (the "Services") which include but are not limited to continuous monitoring, log aggregation and correlation, threat detection, triage and qualification of security events, incident response coordination, periodic reporting, and threat intelligence integration. Any Services outside the scope described above require written change order executed by both parties.

SERVICE LEVELS

Monitoring availability: . Response time for critical incidents: . Target remediation liaison time for critical incidents: .

Provider will use commercially reasonable efforts to meet the service levels above. Client acknowledges that actual detection and remediation depend on Client's environment, timely cooperation, and the configuration of monitoring sources.

PAYMENT TERMS

Invoicing frequency: . Payment due within days of invoice date. Late payments shall incur interest at per month (or the maximum permitted by law, if lower).

All fees are exclusive of taxes. Client shall be responsible for all taxes, duties or governmental charges arising from the payment of fees hereunder, excluding taxes based on Provider's net income.

TERM AND TERMINATION

Term: The Initial Term of this Agreement begins on and continues until , unless earlier terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive renewal terms of unless either party provides notice of non-renewal at least days prior to the end of the then-current term.

Termination for cause: Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice identifying the breach. Termination shall not relieve Client of its obligation to pay accrued and unpaid fees.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or, by its nature, should reasonably be considered confidential, including security architecture, log data, alerts, incident reports, and any Client data handled in performance of the Services.

Obligations: The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted herein or required by law.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no unauthorised act of the receiving party, is rightfully received from a third party without breach of any obligation, or was independently developed without use of the disclosing party's Confidential Information.

Return/Destruction: Upon termination or expiration, the receiving party shall, at discloser's option, return or destroy discloser's Confidential Information and certify such destruction within days, except to the extent retention is required by law or reasonable archival backup practices.

Survival: Confidentiality obligations shall survive for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the data processed under this Agreement, including access controls, encryption in transit and at rest where applicable, secure handling of incident data, and timely application of security patches. Provider shall notify Client of any unauthorized access to Client data promptly and cooperate with Client's reasonable incident response actions.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of its gross negligence or willful misconduct in connection with performance under this Agreement. The indemnifying party shall control the defense and settlement of any such claim, provided that the indemnified party may participate at its own expense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed or the total fees paid by Client under this Agreement in the preceding twelve (12) months, whichever is greater.

SUBCONTRACTING & ASSIGNMENT

Provider may engage subcontractors in connection with the provision of Services, provided that Provider remains responsible for the performance of such subcontractors and ensures that subcontractors are bound by confidentiality and security obligations at least as protective as those in this Agreement.

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

AUDIT AND COMPLIANCE

Upon reasonable notice and during normal business hours, Client may request evidence of Provider's compliance with applicable security controls and may, no more than once per year, conduct a remote audit or request third-party audit reports subject to confidentiality protections and reasonable cost-sharing for on-site audits.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for resolution of any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, statements of work and change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

NOTICES

Sign Now