MSSP Service Agreement

MSSP SERVICE AGREEMENT

This MSSP Service Agreement (the "Agreement") is entered into as of by and between Client Name: (an entity organized as Corporation LLC Partnership Other ) with principal address:

and Provider Name: (an entity organized as Corporation LLC Other ) with principal address:

RECITALS

WHEREAS, Provider is in the business of supplying managed security services, including but not limited to security monitoring, threat detection, incident response, and related managed services; and

WHEREAS, Client desires to engage Provider to deliver managed security services set forth in this Agreement, and Provider agrees to provide such services under the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, establish service levels, define fees and payment terms, and address security, confidentiality, and incident response obligations.

NOW THEREFORE

In consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the managed security services described in Section 2 and Exhibit A (if applicable), including monitoring, detection, alerting, threat intelligence, vulnerability scanning, and incident response support. 1.2 "Client Data" means electronic data provided by or on behalf of Client to Provider for purposes of receiving the Services. 1.3 "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Client Data, system configurations, and security-related findings.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Service Description field below and any agreed statements of work. Provider will provide 24x7 monitoring of specified network and security devices, alert triage, rule tuning, security event correlation, and routine reporting within the scope agreed by the parties.

3. SERVICE LEVELS; AVAILABILITY

3.1 Provider will use commercially reasonable efforts to maintain service availability for monitoring platforms at least measured monthly. 3.2 Incident response initial acknowledgement goals are as follows: Critical — ; High — . Remedies for failure to meet service levels will be limited to service credits as set forth in Exhibit B (if any).

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees specified below and in any attached Order Form. Fees are exclusive of taxes for which Client is responsible. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Fees: Monthly Managed Services Fee: $

4.2 Invoicing and Payment Terms: Provider will invoice monthly in advance unless otherwise agreed. Payment is due within days of invoice. Disputed amounts must be submitted in writing within thirty (30) days of invoice.

5. TERM AND TERMINATION

5.1 Term: The initial term of this Agreement shall commence on the Effective Date and continue for months (the "Initial Term"). Thereafter this Agreement shall automatically renew for successive periods of months unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for thirty (30) days after written notice specifying the breach.

5.3 Termination for Convenience: Either party may terminate for convenience upon days' prior written notice. Upon termination Client will pay Provider for Services performed through the termination date and any non-cancelable commitments incurred prior to termination.

6. CONFIDENTIALITY

6.1 Each party shall protect Confidential Information of the other party with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations. 6.2 The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall survive as long as such information qualifies as a trade secret under applicable law.

7. DATA SECURITY AND PRIVACY

7.1 Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect the confidentiality, integrity and availability of Client Data. Such safeguards shall include access controls, encryption in transit and at rest where applicable, logging, and routine security patching consistent with industry practices.

7.2 Data Retention and Return: Upon termination or expiration, Provider will, at Client's election, return Client Data in a commonly used electronic format or securely destroy Client Data and certify such destruction, except as required by law to retain certain data.

8. INCIDENT RESPONSE

8.1 Provider will notify Client promptly upon discovery of a security incident materially affecting Client Data or Client systems used to provide the Services. Provider will provide reasonable incident response support in accordance with agreed incident response procedures, including containment recommendations and forensic support as reasonably required.

9. SUBCONTRACTING

9.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of the Services and ensures subcontractors adhere to the obligations of this Agreement, including confidentiality and security obligations.

10. INTELLECTUAL PROPERTY

10.1 Provider retains all right, title and interest in Provider's pre-existing intellectual property, tools, methodologies, signatures, algorithms and improvements. To the extent Provider generates derivative works of Client Data solely resulting from performing the Services, Client grants Provider a non-exclusive, limited license to use such derivative works to provide and improve the Services, subject to confidentiality obligations.

11. WARRANTIES; DISCLAIMER

11.1 Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. For any breach of the foregoing warranty, Client's sole and exclusive remedy shall be re-performance of the deficient Services or, if Provider cannot timely re-perform, a pro rata refund of fees paid for the deficient Services.

11.2 DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

12. INDEMNIFICATION

12.1 Provider Indemnity: Provider will indemnify, defend and hold Client harmless from any third-party claim arising from Provider's gross negligence or willful misconduct in performing the Services, subject to the limitations in Section 13. 12.2 Client Indemnity: Client will indemnify, defend and hold Provider harmless from third-party claims arising from Client's misuse of the Services, breach of this Agreement, or Client Data that infringes third-party rights.

13. LIMITATION OF LIABILITY

13.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS. 13.2 CAP ON LIABILITY: EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice pursuant to this Section). Notice is effective upon receipt.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendments: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. 15.2 Waiver: No waiver of any provision hereof shall be effective unless in writing and signed by the waiving party. 15.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same instrument.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

16.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Governing State:

16.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

16.3 Entire Agreement: This Agreement, together with any Exhibits or Order Forms executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written.

17. MISCELLANEOUS PROVISIONS

17.1 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. 17.2 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship between the parties.

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