Project Firewall Proposal

PROJECT FIREWALL PROPOSAL

This Project Firewall Proposal (the "Proposal") is made as of Proposal Date: by and between Provider Name: with primary contact Provider Contact: and Client Name: with primary contact Client Contact: .

WHEREAS

WHEREAS, Provider is engaged in the business of network security design, implementation, and managed firewall services, and possesses the technical qualifications and experience necessary to perform the services described in this Proposal; and

WHEREAS, Client desires to retain Provider to design, supply, configure, and/or supervise the installation of a firewall system and related security services for Client's information technology environment, subject to the terms and conditions set forth in this Proposal.

WHEREAS, the parties wish to set forth the scope, deliverables, fees, term, confidentiality obligations, and other material terms governing the engagement.

SCOPE OF WORK

Proposed services (select applicable and provide estimated cost where indicated):

Firewall design and architecture    Estimated Cost:

Hardware procurement and provisioning    Estimated Cost:

Configuration and deployment    Estimated Cost:

Testing, validation, and acceptance    Estimated Cost:

Optional ongoing managed services (monitoring, updates)    Monthly Fee:

PAYMENT TERMS

Total Project Fee: $ (fees quoted are exclusive of taxes and third-party hardware costs unless expressly stated otherwise).

Deposit required prior to work commencement: $. Invoices are due within days of invoice date.

Late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. A late fee of per month will apply to overdue balances.

TERM AND TERMINATION

Engagement Start Date: . Expected Completion Date: .

Either party may terminate this Proposal for material breach by the other party if the breach remains uncured for a period of days following written notice specifying the breach. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Provider for all work performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the term of this engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except as permitted in this Proposal, and (iii) use it only to perform its obligations hereunder. The foregoing obligations do not apply to information that is or becomes generally known to the public without breach by the receiving party, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

Confidentiality Acknowledgement: By checking this box, the signatory confirms that the signatory has read and accepts the confidentiality obligations set forth above.

LIMITATION OF LIABILITY; WARRANTY

Provider warrants that services will be performed in a professional manner consistent with industry standards. Except for the foregoing warranty, services are provided "AS IS" without other warranties. Except to the extent caused by gross negligence or willful misconduct, Provider's cumulative liability arising out of or related to this Proposal shall not exceed the total fees paid by Client to Provider under this Proposal. Neither party shall be liable for indirect, incidental, consequential, special or punitive damages.

CHANGE ORDERS

Any material changes to scope, schedule, or fees shall be set forth in a written change order signed by authorized representatives of both parties. Provider shall not be obligated to proceed with changed work absent an executed change order.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Proposal, including any appendices or executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification of this Proposal must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Proposal shall be in writing and delivered to the addresses provided below. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or agency relationship.

ACKNOWLEDGMENT

By signing below, the undersigned representatives of Provider and Client each warrant that they are authorized to bind their respective parties and agree to the terms and conditions set forth in this Proposal.

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