Master Services Agreement

1.1 Statement of Work. Provider shall provide Client with professional security consulting services (“Services”) as described in one or more statements of work executed by both parties (“Statement of Work” or “SOW”). Each SOW shall reference this Agreement and become a part hereof.

1.2 Change Orders. Either party may request changes to a SOW. Any changes to a SOW and any changes to the fees or schedule resulting from such changes must be agreed to by both parties in writing through a change order signed by authorized representatives of both parties.

1.3 Performance Standard. Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications.

2.1 Fees. Client shall pay Provider the fees specified in each SOW. Unless otherwise specified in the applicable SOW, Provider shall invoice Client monthly for Services performed.

2.2 Expenses. Client shall reimburse Provider for all reasonable expenses incurred in accordance with the applicable SOW, provided such expenses are approved in advance by Client.

2.3 Payment Terms. Client shall pay all undisputed invoiced amounts within thirty (30) days after receipt of an invoice. Any amounts not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

2.4 Taxes. Client shall be responsible for all taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) associated with the Services, except for taxes based on Provider's income, property, or employees.

3.1 Provider Materials. Provider shall retain all right, title, and interest in and to all materials, information, tools, methodologies, techniques, and intellectual property owned by Provider prior to the provision of Services or developed by Provider during the provision of Services and that are not specifically created for Client (“Provider Materials”).

3.2 Client Materials. Client shall retain all right, title, and interest in and to all materials, information, and intellectual property owned by Client prior to Provider's provision of Services or developed by Client independently of Provider's provision of Services (“Client Materials”).

3.3 Deliverables. Upon Client's full payment of all fees due under the applicable SOW, Provider grants to Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and modify (if applicable) the reports, analyses, and other deliverables created by Provider specifically for Client as part of the Services (“Deliverables”) for Client's internal business purposes.

4.1 Definition. “Confidential Information” means all non-public, proprietary or confidential information of a party (“Disclosing Party”), whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The party receiving Confidential Information (“Receiving Party”) shall: (a) protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement; and (c) not disclose Confidential Information to any person other than its employees, contractors, and advisors (“Representatives”) who need access to such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.1 Term. This Agreement shall commence on the date of the first SOW and continue until terminated as provided herein.

5.2 Termination for Convenience. Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to the other party.

5.3 Termination for Cause. Either party may terminate this Agreement or any SOW for cause if the other party materially breaches this Agreement or the applicable SOW and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

5.4 Effect of Termination. Upon termination of this Agreement or any SOW: (a) Provider shall cease performing the applicable Services; (b) Client shall pay Provider for all Services performed and expenses incurred up to the effective date of termination; and (c) each party shall return or destroy all Confidential Information of the other party in its possession related to the terminated SOW(s).

5.5 Survival. The provisions of Sections 2 (Fees and Payment), 3 (Intellectual Property), 4 (Confidentiality), 6 (Limitation of Liability), 7 (Indemnification), and 8 (General Provisions) shall survive any termination or expiration of this Agreement.

6.1 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Cap on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PROVIDER UNDER THE APPLICABLE SOW IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.1 By Provider. Provider shall defend, indemnify, and hold harmless Client from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of any third-party claim alleging that the Deliverables infringe or misappropriate such third party's intellectual property rights.

7.2 By Client. Client shall defend, indemnify, and hold harmless Provider from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of any third-party claim arising out of Provider's use of Client Materials in accordance with this Agreement.

8.1 Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter.

8.2 Notices. All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, personal delivery, certified or registered mail, or nationally recognized overnight courier to the address specified in the applicable SOW.

8.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in San Francisco County.

8.5 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

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