Microsoft Sentinel Proof of Concept

MICROSOFT SENTINEL PROOF OF CONCEPT AGREEMENT

This Proof of Concept Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Provider Name:     Provider Address:

WHEREAS

WHEREAS, Client desires to evaluate Provider's technical implementation of Microsoft Sentinel for a limited Proof of Concept to determine suitability for Client's security monitoring and incident response requirements; and

WHEREAS, Provider has expertise in integrating and configuring Microsoft Sentinel and agrees to perform the services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Proof of Concept be a time-limited engagement to demonstrate core capabilities, integration approach, and measurable acceptance criteria.

SCOPE OF WORK

Provider will deliver a limited Proof of Concept (POC) implementation of Microsoft Sentinel in Client's environment, including configuration, integration with up to the number of sources specified below, demonstration of detection rules and playbooks, and knowledge transfer to Client personnel. Specific tasks, deliverables, and acceptance criteria are described below.

RESPONSIBILITIES

Provider Responsibilities: Provider shall perform the POC services in a professional manner consistent with industry standards, provide assigned personnel, and deliver the items listed in Deliverables.

Client Responsibilities: Client shall provide timely access to systems, appropriate user accounts and privileges, necessary data sources, timely decisions, and a primary point of contact: Name: Contact Info:

PAYMENT TERMS

Total Fee for POC: $

Payment Schedule:

Late Payment: Unpaid amounts shall accrue interest at of the outstanding balance per month, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Provider shall deliver to Client any completed Deliverables and a final invoice for all fees and expenses incurred through the effective date of termination. Client shall pay all undisputed invoices in accordance with Payment Terms.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information shall not include information that is: (a) already known to Receiving Party without obligation of confidentiality; (b) publicly available without fault of Receiving Party; (c) rightfully received from a third party without breach; or (d) independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Receiving Party will use at least the same degree of care to protect Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations set forth in this section shall continue for following termination or expiration of this Agreement.

DATA HANDLING AND SECURITY

Provider will access and process Client log and telemetry data solely to perform the POC and in accordance with Client instructions. Provider will implement reasonable technical and organizational measures appropriate to the sensitivity of the data, including role-based access controls for personnel, protection of credentials, and secure deletion of temporary logs upon completion of the POC. Any retention of Client data beyond the POC requires written authorization from Client.

INTELLECTUAL PROPERTY

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use Provider deliverables created solely for the POC for Client's internal evaluation purposes. Any production deployment or license for commercial use shall be subject to a separate agreement.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments and the accepted Statement of Work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, or agency relationship.

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