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Cyber Security Agreement

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    Prepared for:
    [CLIENT COMPANY]


    Prepared by:
    [CYBER SECURITY COMPANY]

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Drag & drop image files orbrowse to upload

Cyber Security Agreement

This Cyber Security Agreement (hereinafter referred to as "Agreement") shall become effective as on [Date] (hereinafter referred to as "Effective Date")

by and between

[Client Company] (hereinafter referred to as "Company"), with its principal place of business at [Address]  

and 

[Cyber Security Company] (hereinafter referred to as "Contractor"), with its principal place of business at [Address].

The Company and the Contractor shall hereinafter be collectively referred to as "Parties" and individually as "Party".

WHEREAS, the Company is engaged in the [Description of Business] and wishes to avail the cybersecurity services of the Contractor,

WHEREAS, the Contractor has agreed to provide the requested service to the Company on the terms and conditions hereinafter set forth.

The Parties agree to the following terms and conditions:

Terms of the Agreement

1. Definitions

Company Data: Company Data is any and all data that the Company has disclosed to the Contractor. For the purposes of this Agreement, Company Data does not cease to be Company Data solely because it is transferred or transmitted beyond the Company’s immediate possession, custody, or control.
Data Breach: The unauthorized access and acquisition of computerized data that materially compromises the security of confidential and/or sensitive personal information maintained by the Company as part of a fact base of distinctive information regarding a range of individuals and/or that leads to a breach and/or the Company has sufficient reason to believe has to lead to loss or injury to any Company's properties.
System: A range of equipment that assists operations or drives a specific goal. This may consist of a distinct set of knowledge resources such as a server, software, storage devices arranged for the assembly, processing, treatment, application, sharing, dissemination, or constitution of information.
Change Management: A formal process used to ensure that changes to a system are introduced in a controlled and coordinated manner. This reduces the possibility that unnecessary changes will be introduced to a system, that faults or vulnerabilities are introduced to the system, or that changes made by other users are undone.

2. Services/Deliverables

The Company agrees to purchase such services or deliverables from the Contractor as mentioned below:

1. [Mention the Products and/or Services]

3. Term of Service

This Agreement will be effective as of the Effective Date and will continue for [time period] years ("Term") unless terminated early or extended by mutual written consent between the Parties or by the provisions of this Agreement.

4. Disclosure of Company Data

Contractor shall not disclose Company Data in any manner that would lead to a violation of state or federal law or the terms of this Agreement including, without limitation, by means of  outsourcing, distributing, retransfer, or access, to any individual or entity, except:
Employees or agents who actually and legitimately need to access or use Company Data in the performance of Contractor’s duties to Company.
Such external mediators, approved by the Company in writing and in advance of any disclosure, but only to the extent of such approval.

5. Usage Policy

The Contractor shall only use, store, or access Company Data in compliance with and only till the scope permissible under this Agreement. Any transmission, transportation, or storage of Company Data outside the [Region/State/Country] is prohibited except on prior written authorization by the Company.

6. Payment 

The Company shall pay the Contractor as per the agreed amount, a sum of $ [0.00]. The payment shall be made after the invoice has been sent by the Company. The Company shall make the payment to the Service Provider within [number of days] days of the invoice date. The mode of payment shall be [Payment Mode] or any other mode of payments as mutually agreed by both the Parties.

Please find below the price of the services to be provided:

Service	Quantity	Price	Subtotal
[Mention Service]	[0]	$[0.00]	$[0.00]
[Mention Service]	[0]	$[0.00]	$[0.00]
[Mention Service]	[0]	$[0.00]	$[0.00]

Total (Incl. of all taxes): $[0.00]

7. Safeguarding Company Data

The Contractor concurs that implementation, data storage, and access to Company Data shall be executed with proficiency, care, and judgment in accordance with the general standards of quality adherence. 
The Contractor shall implement and maintain the integrity of the Company Data. 
The Contractor shall also implement and maintain any safeguards required to be implemented by applicable state and federal laws and regulations. 
The System shall use secure protocols and encryption to safeguard Company Data in transit.
The Contractor understands that the System may be placed on a public network and shall implement safeguards reasonably necessary to protect its System from compromises and attacks. 
The Contractor shall
Limit administrative access to the System
Limit remote access to the System
Limit permit and benefits to the minimum unless necessary for the proper functioning of company operations.
Withdraw or dismantle applications and services that are not needed for the proper regulation of the system
Use official accounts and not shared accounts.
Use standard industry-compliant services for substantiation and authorization.
Facilitate an appropriate level of audit and log for the system and its applications.

8. Oversight

The Company reserves the right to request security information reasonably necessary to ascertain the Company’s own compliance with state and federal data privacy laws. Upon the Company’s request, Contractor shall provide a copy of its most recent SOC 2 audit report, and that of any data center in which the Company’s data is stored.

9. Data Breach

If Contractor becomes aware that Company Data may have been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Agreement, Contractor shall bring this to the Company's notice within [number of days] business days, and shall process measures to preserve forensic evidence and eliminate the cause of the Data Breach. 
The Contractor shall give the highest priority to immediately correcting any Data Breach and shall devote such resources as may be required to accomplish that goal. 
The Contractor shall provide the Company information necessary to enable the Company to fully understand the nature and scope of the Data Breach. 
Upon request, the Contractor shall provide Company information about what Contractor has done or plans to do to mitigate any deleterious effect of the unauthorized use or disclosure of, or access to, Company Data. 
In the event that a Data Breach requires the Contractor’s assistance in reinstalling software, such assistance shall be provided at no cost to the Company. 
The Company may discontinue any services or products provided by the Contractor until the Company, in its sole discretion, determines that the cause of the Data Breach has been sufficiently mitigated.

10. No Surreptitious Code

The Contractor agrees that, to the best of its knowledge, the System does not contain any code or mechanism that collects personal information or maintains control of the System without the Company’s permission or such action which may restrict the Company’s access to or use of Company Data. 
The Contractor further warrants that it will not knowingly introduce, via any means, spyware, adware, ransomware, rootkit, keylogger, virus, trojan, worm, or other code or mechanism designed to permit unauthorized access to Company Data, or which may restrict Company’s access to or use of Company Data.

11. Warranties

The Contractor warrants that the service/deliverables purchased hereunder are free and clear of any defects for a period of [Mention Warranty Tenure] from the date of allotment. The Contractor shall abide by this warranty and fix any issue at an authorized Contractor service center in the [Mention State]. 

12. Compelled Disclosure

If Contractor is served with any subpoena, discovery request, court order, or other legal request or command that calls for disclosure of any Company Data, Contractor shall promptly notify the Company in writing and provide the Company sufficient time to obtain a court order or take any other action the Company deems necessary to prevent the disclosure or otherwise protect Company Data. 

13. Termination 

Upon expiration or termination of the Contract, the Contractor shall ensure that no Data Breach occurs and shall follow the Company’s instructions as to the preservation, transfer, or destruction of Company Data. 
Upon request by the Company, the Contractor shall certify in writing to Company that return or destruction of data has been completed. 
The Contractor shall continue to protect Company Data in accordance with this Agreement till the time it is mutually nullified. 
Upon termination of this Agreement, the Contractor shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Company immediately.

14. Indemnification

Both Parties agree to indemnify, defend and hold the other Party harmless from any actions, suits, claims, damages (actual and consequential), judgments, levies, executions, liabilities, losses, expenses, and other costs incurred in connection with this Agreement whether by an act or omission to act by the Parties except for gross negligence, willful misconduct or bad faith.

15. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

16. Miscellaneous

Payment: The rate of deliverables secured or licensed here shall be of the proposed quotation, agreed upon mutually. 
Assignability: Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Company shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Contractor.
Force Majeure: Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both Parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Governing Law and Jurisdiction: This Agreement shall be governed following the laws of the [State/Court/Region]. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Acceptance and Signature

IN WITNESS THEREOF, the Partners hereby agree to and have executed this Cyber Security Agreement on the date and year first mentioned above. 

[Client Company]

[Cyber Security Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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