Penetration Testing MSA Contract

Penetration Testing Master Services Agreement

This Penetration Testing Master Services Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform penetration testing, vulnerability assessment and related services described herein; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, methodologies and insurance to perform testing in accordance with the terms of this Agreement; and

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

Scope of Work

Service Provider will perform penetration testing, security assessments, exploitation validation and reporting as described in the scope below. Testing methods, permitted techniques, and any expressly prohibited actions must be set forth prior to commencement. Client authorizes testing only against the assets listed in Authorized Assets below and during the agreed testing window.

Testing Authorization and Constraints

Client represents and warrants that it has the legal right to authorize penetration testing of the assets identified above and will provide any necessary account credentials, contacts, access or pre-authorization required for non-invasive and authenticated testing. Service Provider agrees to conduct testing consistent with the written Scope of Work and to cease any identified activity that may cause material service degradation upon notice.

Authorization to perform active/destructive testing (e.g., denial-of-service, destructive payloads): I authorize destructive testing

Payment Terms

Fees due for services performed under this Agreement shall be as set forth below. All fees are exclusive of applicable taxes and reimbursable expenses, unless otherwise agreed in writing.

Term and Termination

The initial term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice not less than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days following written notice of such breach.

Confidentiality

Each party shall protect Confidential Information of the other party with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes vulnerability findings, exploit code, access credentials, and any non-public business or technical information disclosed in connection with this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for Personally Identifiable Information or other data required by law to be retained for a longer period.

Reporting; Remediation and Retest

Service Provider will provide a written report summarizing findings, exploitation details, and remediation recommendations within days of test completion. Remediation testing and verification may be provided as an additional paid service as set forth in Payment Terms.

Warranties, Disclaimers and Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the aggregate liability of Service Provider for any claim arising under this Agreement shall be limited to the amount paid by Client to Service Provider under this Agreement in the 12 months preceding the claim or , whichever is less.

Indemnification

Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of its negligence, willful misconduct or breach of this Agreement. Client shall indemnify Service Provider for claims arising from Client-supplied data, misconfiguration of Client systems, or unauthorized testing outside the scope of this Agreement.

Insurance

Compliance with Law and Authorization

Each party will comply with applicable laws in performance of this Agreement. Client shall obtain any third-party consents, contractual permissions, or owner authorizations necessary to permit penetration testing of systems not solely owned by Client.

Governing Law; Venue

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 exclusive jurisdiction and venue in the federal or state courts located within that state.

Entire Agreement; Amendment

This Agreement, together with any statements of work or exhibits 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. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Survival

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Provisions intended by their nature to survive termination shall survive.

Notices

Additional Terms

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