Cybersecurity Services Agreement
This Cybersecurity Services Agreement (“Agreement”) is entered into between 7 River Systems, LLC, a limited liability company organized in the state of Maryland, having its principal place of business at 4 Founders Court, Damascus, MD, 20872 (“Company”) and Client. The Client’s specific services information is governed by an Order Form.
SCOPE OF SERVICES
Company shall perform services under this agreement as described in detail in one or more Order Forms, each incorporating by reference the terms and conditions of this agreement. Company will perform the services in a professional manner in accordance with the specifications of each applicable Order Form and industry standards. If any term or condition of an Order Form is different than or additional to the terms and conditions of this agreement, the Order Form will supersede.
PRICES AND PAYMENT TERMS
Prices for the services performed by Company on behalf of Client will be set forth in the applicable Order Form. All payments to Company are due not later than 30 days after receipt of invoice unless otherwise provided in the Order Form.
TERM AND TERMINATION
This agreement may be terminated by either party without cause as long as neither party has any remaining obligation under any Order Form.
Either party may terminate this agreement for cause if the other party breaches this agreement. If either party believes the other is in breach of this agreement, that party shall provide written notice of the nature and extent of the suspected breach and allow the party suspected of breach at least 14 days to disprove or cure the suspected breach.
In the event of termination for cause, each party will discharge its then current obligations under any open Order forms, and termination will be effective upon such discharge.
CONFIDENTIAL INFORMATION
“Confidential Information” means any nonpublic information owned by either party and disclosed to the other under this agreement, other than Excluded Information.
“Excluded Information” means information that is: (a) publicly known other than by breach of this agreement; (b) known to the party receiving it prior to any disclosure made under this agreement, without any obligation to the other party to keep it confidential; (c) disclosed to the party receiving it by a nonparty without any obligation of confidentiality to the party disclosing it under this agreement; or (d) independently developed by either party without any reliance on information disclosed to it under this agreement.
During the term of this agreement and for a period of three years thereafter, each party shall keep Confidential Information strictly confidential and shall not use it for any purpose other than enabling Company to perform services under this agreement, unless otherwise required by law. Upon termination of this agreement for any reason, each party will return to the other any Confidential Information received under this agreement or destroy the Confidential Information and any copies upon request and provide a written certification that the information has been destroyed.
If either party is required by a court or government agency of competent jurisdiction to disclose any Confidential information to a nonparty, or permitted to disclose Confidential Information under 18 U.S.C. § 1833, that party shall, to the extent permitted by law, provide the other party with prompt notice and assist the other party to the extent legally possible with obtaining a protective order or other means of assuring the information remains confidential.
INTELLECTUAL PROPERTY RIGHTS
Title to any systems, software or other components, inventions or original works developed partially or wholly by Company and exclusively for use by Client pursuant to this agreement (collectively “Intellectual Property Rights”) shall vest in Client immediately upon invention or creation.
Client hereby grants Company a paid-up, worldwide, nonexclusive, non-transferable license to any and all Intellectual Property Rights for internal use only.
Each work created by Company hereunder, including software developed hereunder exclusively for use by Client, constitutes a “work for hire” within the meaning of the U.S. Copyright Act.
INDEPENDENT CONTRACTOR
The performance by Company of its duties and obligations under this agreement is that of an independent contractor, and nothing herein shall create or imply an agency or employment relationship between Company and Client or Client’s clients. This agreement does not constitute a joint venture or partnership between the parties. Company shall have the ability to and shall exercise its own independent judgment as to the specific performance of the work contemplated hereunder. Client shall have the right to determine the objectives and results of the work to be achieved by Company. Company retains the right to employee multiple employees of Company as well as its own independent subcontractors to perform the services contemplated hereunder, provided such employees and subcontractors meet any requirements supplied by Customer that apply to personnel to perform services.
The Client shall not withhold nor be held liable for Federal or state payroll taxes, including but not limited to Federal Withholding Tax, Federal Insurance Contribution Act (FICA), Federal Unemployment Tax Act (FUTA), any state unemployment or similar taxes of any nature. If required by applicable law, regulation or rule, the Customer shall report all compensation paid to the Company under this Agreement to the Internal Revenue Service (IRS) at the end of the calendar year.
WARRANTY
Company represents and warrants that (i) Company has the knowledge, experience and skill to provide the services in a professional and timely manner and (ii) the deliverables will conform to the specifications provided in the applicable Order Form and any ongoing communication between the Client and Company regarding the same. However, it is understood that Company will not be liable to the Client, nor any agent or associate of the Client, for any mistake or error in judgment or for any act or omission made in good faith and believed to be within the scope of authority conferred or implied by this agreement. In no event will Company be liable to the Client for losses in excess of the value of the applicable Order.
INFORMATION SECURITY
During the term of this Agreement, Company will take appropriate measures to comply with all relevant Client Information Security Policies and Procedures (collectively, “Information Security Policies”), which include reviewing and acknowledging additional security agreements. The Client shall make all applicable Information Security Policies available to Company. If there are any circumstances where compliance is not achievable, such circumstances shall be reported to the Client as soon as possible.
Company hereby agrees to participate in information security training and awareness activities as required by the Client. Company shall comply with security controls as necessary per Client security requirements.
Company shall ensure that all of its employees and third-parties fulfill the Client’s security responsibilities if used for work related to the Client.
Company shall inform the Client of changes in its environment that may impact the Client’s business.
GENERAL
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. This Agreement may be modified only by a written instrument executed by authorized representatives of the Client and Company.
Company may not assign its rights or obligations under this Agreement without the prior written consent of the Client. This Agreement will be governed by the laws of the State of Maryland. Any dispute between the parties arising under this agreement shall be resolved by a court or other competent tribunal located within the State of Delaware. If any provision of this Agreement is held by a court to be contrary to law, the remaining portions of this Agreement will remain in full force and effect. The waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other convent. All waivers must be in writing and signed by the party waiving its rights.
If any intended changes or any other events beyond the parties’ control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this Agreement.