Project Technical Assessments Template

PROJECT TECHNICAL ASSESSMENTS TEMPLATE

This Project Technical Assessments Template Agreement (the agreement) is entered into as of , (effective date), by and between:

Recitals

WHEREAS, Client requires a technical assessment of specified systems, infrastructure and codebases to identify risks, remediation actions and improvement opportunities; and

WHEREAS, Service Provider represents that it has the experience, personnel and technical capability to perform such assessments in accordance with the terms and conditions of this agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, compensation and other contractual provisions governing the performance of the technical assessments.

Scope of Work

Service Provider shall perform the technical assessment services described below in a professional and workmanlike manner consistent with industry standards. The assessment will include analysis, testing, documentation and presentation of findings.

Assessment Criteria and Methodology

The assessment will reference the criteria listed below. The methodology will include interviews, documentation review, configuration review, automated scanning where authorized, sample code review and controlled testing as permitted by Client.

Code Review Infrastructure Review Security Assessment Performance Assessment

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the assessments. All fees are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, Service Provider will invoice Client in accordance with the payment schedule. Payments are due within days of invoice date. Overdue amounts shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is lower.

Term and Termination

This agreement commences on the effective date and shall continue until completion of the services described herein unless earlier terminated in accordance with this section.

Term Start:    Term End:

Either party may terminate this agreement for convenience upon providing days' written notice to the other party. Either party may terminate immediately for material breach by the other that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for work performed and documented deliverables up to the effective date of termination, including any reasonable wind-down costs.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is marked or reasonably understood to be confidential. Each party shall: (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by obligations of confidentiality no less restrictive than those set forth herein.

Confidentiality obligations shall survive termination or expiration of this agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of methodologies, tools and pre-existing materials used or developed independently of Client. Subject to Client's payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable right to use delivered assessment reports and associated deliverables for Client's internal business purposes. Any redistribution, resale or public disclosure of deliverables without Service Provider's prior written consent is prohibited.

Limitation of Liability and Indemnification

Except for liability resulting from breach of confidentiality or willful misconduct, each party's aggregate liability arising out of or related to this agreement shall not exceed the total fees actually paid by Client to Service Provider under this agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special or punitive damages.

Service Provider shall defend and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the services, provided Client notifies Service Provider promptly and cooperates in the defense.

Acceptance

Deliverables will be delivered in electronic format unless otherwise stated. Client shall have days to review and provide written acceptance or reasonable rejection specifying defects. Failure to respond within the acceptance period shall constitute acceptance.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement; Amendments

This agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire understanding of the parties with respect to the subject matter and supersedes all prior agreements, negotiations and representations. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Notices required by this agreement shall be in writing and delivered to the address listed above.

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