Secure Work Agreement

SECURE WORK AGREEMENT

Parties and Recitals

Client Name:

Contractor Name:

Effective Date:

WHEREAS, Client requires services involving access to sensitive facilities, data, systems, or premises that require heightened physical and/or information security; and

WHEREAS, Contractor represents that it has the capability, personnel, policies, and technical controls necessary to perform secure work in accordance with this Agreement and applicable lawful requirements.

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

Scope of Work

Contractor shall perform the Services in accordance with the deliverables, schedule, and acceptance criteria set forth in the Description of Services. Contractor shall ensure all personnel performing Services have undergone background screening, hold only the minimum access required, and have executed confidentiality obligations at least as protective as Section "Confidentiality" below.

Payment Terms

All payments due to Contractor shall be invoiced in accordance with the Payment Schedule. Client shall pay undisputed amounts within 30 days of receipt of a proper invoice. Disputed portions shall be raised in writing within 14 days and the parties shall promptly attempt to resolve disputes in good faith.

Term and Termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above following written notice. Client may terminate immediately for Contractor's failure to comply with Security Obligations or for any incident that presents an imminent risk to Client’s systems or personnel.

Confidentiality and Security Obligations

Contractor shall treat all non-public information disclosed by Client, whether oral, written, electronic or physical (collectively, Confidential Information), as confidential. Contractor shall not use Confidential Information except to perform the Services and shall not disclose it to any third party except as required to perform the Services and subject to written obligations at least as protective as those set forth herein.

Security Controls: Contractor shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information, which shall include, at minimum:

• Access controls and least-privilege for personnel accessing Client materials;
• Encryption of Confidential Information at rest and in transit where practicable;
• Logging and monitoring of access to systems storing Confidential Information;
• Regular security awareness training and background screening for personnel assigned to Client work;
• Secure disposal or return of all Client materials at termination or upon request.

Breach Notification: Contractor shall notify Client without undue delay and in no event later than 72 hours after discovery of a security incident materially affecting Client Confidential Information. Notification shall describe the nature of the incident, the data affected, mitigation steps taken, and planned corrective actions.

Intellectual Property and Return of Materials

All work product conceived or reduced to practice by Contractor in connection with the Services shall be owned by Client unless otherwise agreed in writing. Upon termination or request, Contractor shall promptly return or securely destroy all Client Confidential Information and certify such destruction in writing.

Indemnification and Limitation of Liability

Contractor shall indemnify and hold Client harmless from third-party claims arising from Contractor's willful misconduct, breach of Confidentiality, or negligence in performing the Services. Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable for consequential, incidental, or punitive damages exceeding the fees paid under this Agreement during the preceding twelve months.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation prior to initiating litigation.

Entire Agreement and Amendments

This Agreement, including any attached schedules or statements of work, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be sent to the addresses set forth above or such other address as a party designates in writing. If any provision is deemed invalid, the remainder shall remain in full force. The parties are independent contractors and nothing creates an employment, partnership, or agency relationship.

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