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HomeMy WebLinkAboutService Agreement - Digital Defense Incorporated - Frontline Advanced Self-Directed Scanning1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1930 VA,.A 1865 BOARDCITY OF SOUTH BEND PETE BUTTIGIEG, MAYC49' OF i i ► ;► December 11, 2018 David Hargraves Digital Defense Incorporated 9000 Tesoro Drive, Suite 100 San Antonio, TX 78217 RE: Service Agreement Dear Mr. Hargraves: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on December 11, 2018, approved the above referenced agreement for digital defense frontline advanced self -directed scanning in the amount of $33,504 for a total of three (3) years (Year 1: $12,900; Years 2 and 3: $10,302). Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU I TER -OFFICE MEMORANDUM Department of Innovation & Technology City of South Bend 227 W Jefferson Blvd TO: Board of Public Works, Linda Martin CC: Michael Sniadecki, Shawn Delahanty, Michael Schmidt, Clara McDaniels, Benjamin Dougherty, Sandi Kennedy FROM: Daniel O'Connor SUBJECT: Digital Defense Frontline Advanced Self Directing Scanning DATE: 11/26/2018 Linda and Members of the Board We are submitting for review and approval the 3-year licensing of Digital Defense Frontline Advanced Self Directed Scanning provided as a sole source solution directly from Digital Defense Incorporated. The Frontline Advance security solution will help South Bend build a network security program that will result in ever-increasing levels of security over time to strengthen our network security posture. Digital Defense's Frontline Advance Self Directed Scanning solution will enable our Innovation & Technology teams to scan 1,100 network attached devices on a monthly basis. Results from the scan and remediation suggestions will be available in a web portal, along with the option to rescan devices as needed to confirm remediation. Several Key Performance Indicators that will be collected and reported on an ongoing basis. The agreement is $33,504 for 3 years with annual payments of (year 1= $12,900, years 2 and 3 $10,302). The Innovation & Technology Department have reviewed this solution favorably and ask for the Board of Public Works to approve this solution. Thank you.. Daniel O'Connor City of South Bend 227 West Jefferson Blvd South Bend, IN 46601 ATTENTION: Dan O'Conner Chief Technology Officer November 19, 2018 I. Executive Summary H. Itemized Pricing III. Appendix A: Company Overview IV. Appendix B: Client References V. Appendix C: Service Agreement November 19, 2018 Dear Dan, Digital Defense, Inc. (Digital Defense) is pleased to present the following quotation to City of South Bend (South Bend) for review. We believe our response conforms to the requirements communicated to our sales staff and will meet or exceed your expectations. Digital Defense understands South Bend wants an IT Security provider who has the following qualifications... • "Can deliver competitively -priced IT Security Services" Digital Defense, Inc. employs innovative methods, a team of skilled security professionals and sophisticated proprietary technology to deliver consistently top-quality results at very affordable prices. • "Can demonstrate proven excellence in service performance" We have served clients from small financial institutions to large multinational companies. We enjoy a high retention rate among our recurring service clients, and will be pleased to supply you with additional client references and testimonials relevant to your particular security service needs. • "Can remain flexible and adaptable to meet your security needs" We at Digital Defense, Inc. foster a dynamic culture, and remain willing and able to adapt our services and, when appropriate, even our technology to fully satisfy our clients' critical needs. We relish the opportunity to learn from our clients and incorporate valuable new capabilities in our robust array of services and tools. Digital Defense's goal is to help South Bend build a network security program that will result in ever-increasing levels of security over time. We believe each organization is unique in its network security needs. Thus, in building this quotation we have made every effort to understand: • Your current network security concerns • The complexity of your current information systems environment • The particulars of the network security solutions you currently have in place • The regulatory pressures facing your organization • The risk tolerance of your organization • Your available budget for network security Based upon our understanding of your needs and resources, we have built a quotation tailored to South Bend's requirements. Our quotation recommends that South Bend begin working with Digital Defense in November 2018 to strengthen the network security posture. The specific services that we have included are: 0 Frontline AdvancedTM - Self Directed Scanning We look forward to reviewing our proposal with you and welcome any comments or suggestions that your review might generate. Thank you for your consideration. Sincerely, Troy Myers, Director of Sales Tim Vidal, Regional Director (281)485-7847 (210)582-6120 troy.myers@digitaldefense.com tim.vidal@digitaldefense.com I This proposal represents an offer. The terms of this offer will expire after 15 days or upon written notice from Digital Defense. Any replacement offer will be based upon prices and terms in effect at the time the replacement offer is made. �i Frontline Advancedr"r - VM VM-P (Monthly) Frontline Prem - Fully (90 days of MAn xcdSeannirr service Frontline Services Subtotal: Subtotal ofall services: 10% One-Ti, )ra° °irrl a1(ii^;°discount: Snq,chd One -Time Year I discount - One Virtual Image .- kvRight to Use IF=I Total inves Unent: I $ Due on excrutiow $1 Due annually tlterealfter: $1 Annual Prieinat I M onthly e)dernal and internal vulnerability assessments on up to 1,100 devices, telephone support, Frontline interface access, Frontline interface training. Frontline workflow management tools, and S11 4 $1 04S $ 1,3 k unlxnntccl report generation. In addition to the Frontline AdvancedTM service described above, DDI will engineer, configure and S'eltathale.Your vulnerability assessments, and then "`prcj. Lcl manage"yourremediation efforts rpr 90 dgy $4 500 N/A $1„51 afta dirty sggn is 2gnmLcL 10% off t he annu al cost of services Special One -Time Discount, Year 1 only 5oflware-only scanner; client provides their own $15 9 $11 4118 $38il' "tih8 S lI 1,448 S18 844 ($I,ba1L ($1,146) (,"3,488) ($2,702) $0 (ca 1, 702) hardwom Fee covers one image and additional images can be purchased for $35 each. The fee is a lifetime fee (no refresh fees). Required for remote delivery of internal assessments and penetration tests, $11 M501 i 41 S3 5114 i11. Appendix A: Company Overview Company Background Founded on December 27, 1999, Digital Defense, Inc. is a privately held IT Security company that has become a leading provider of proactive network security risk assessment solutions. We have served over 2,000 clients across North America to date, and we are capable of performing our network security services for clients anywhere in the world. The key to Digital Defense's strategic and competitive advantage is two -fold: • Digital Defense has highly skilled network security analysts, including U.S. military - trained experts who held security clearances during their careers with the U.S. Government. • Digital Defense has developed service delivery platforms that enable the company to remove cost and complexity as barriers to security for our clients. Digital Defense's highly -automated security solutions combine the technical expertise of our analysts with a state-of-the-art security operations platform that encompasses the most up-to-date security techniques, threat detection capabilities, and information in the network security industry of today. Facilities Located in San Antonio, Texas, Digital Defense's Secure Network Operations Center (SNOC) employs industry -standard protections such as PIN controlled access, closed-circuit cameras, and a variety of other systems and procedures to safeguard and secure client data. The 14,000 square foot facility is comprised primarily of concrete and steel with two security levels separating the operations facilities and data center. Access to the SNOC is granted to Digital Defense personnel only on a "need to have" basis, further ensuring that client data is only viewed and/or reviewed by those Digital Defense personnel involved in serving your needs. Our Data Center is physically separate from our SNOC and requires separate access authentication restricted to a very limited number of Digital Defense employees, providing the highest level of security possible for the systems that store information about your network's security. Personnel All Digital Defense employees are subjected to extensive background investigations. These investigations review areas such as: • Personal credit history; • State and federal criminal records; • Civil cases such as bankruptcy, divorce, etc.; • Liens and judgments. These investigations are repeated annually to ensure that our employees maintain the highest personal and ethical standards and are not prone to being compromised personally. qfl a0 I)et,_ n v , finc. 9000 a II o,so o V ii ve, ".,lAte NO, Smi Aink k), I X /8,11 )If n1'I 0 u e 111 ! r W vu J1g1tfldd0NSV.0011111 Digital Defense Security Analyst Team 100% of our Security Analysts have at least one security certification (i.e., CISSP, Security+, SSCP, CIEH, CCNA, MCSA, GSEC, GCFA, etc.). The management at Digital Defense, Inc. ensures our security analysts have the opportunity to attend technical education courses in order to hone the collective skill set and knowledge levels required to effectively test your network. Dpu,pRM II �I tlu„sw so' Inc ^':uulN, Il a,rorci II Wwu c%, Sufle d,u;;10, San Alin uoHro a I11"K 7V 117 .I11oH II ueu . 888,273 A,^4 uv+v + a+yH ulltll+ �i un �,cu:wi IV. Appendix Client References We place a high value on our clients' time and privacy; therefore we only release client references upon request and by scheduled appointment. Additionally, we believe that for our references to provide you valuable insight it is important to discern what qualities / criteria are most important to you in speaking with our existing partners (i.e. common core system, asset size, region, staffing level, etc.). For a list of relevant client references, please contact: Troy Myers, Director of Sales Tim Vidal, Regional Director (281)485-7847 troy.myers@digitaldefense.com (210) 582-6120 tim.vidal@digitaldefense.com Agi alll II u, I cnsc, l 1111C, 9000 IFesoi n l bu M!',, Su ! W I 00, San ,AOof uuy 1, I11 X 18" L, roll I w888 ° 13.,� I tl 2 ww , CxOiMI p U � F G 01,111RI T,,,,� ,,, ' S Service A(,q��� between and uw r r 9000 Tesoro Drive, Suite 100 DI G I TA L ® San Antonio, TX 78217 Main: (210) 822-2645 DEFENSE I N C O R P 0 R AT E D SECURITY ASSESSMENT SERVICES MASTER AGREEMENT This Security Assessment Services Master Agreement ("Agreement") dated this day of , 20_ ("Effective Date"), covers all services acquired by the client identified below ("Client") from Digital Defense, Inc., a Delaware corporation ("Provider"). (1) Structure of Agreement. This Agreement, the executed Order Form(s) attached hereto as Exhibit(s) B, and other exhibits attached hereto as noted herein (collectively the "Agreement') constitute the complete agreement regarding those services and replace any prior oral or written communications between the Parties. Additional terms are contained in the applicable Order Form(s). If there is a conflict between the terms of this Agreement and the terms of the attached exhibits, the terms of this Agreement prevail. (2) Security Assessment Services. Provider will perform the services noted in the Order Form(s) and described in detail in Exhibit A hereof ("Services") during the period and upon the terms and conditions specified in the Order Form. Either Party may request changes or additions to the Services. Any mutually agreed changes must be described in detail in writing and signed by both Parties. (3) Billing and Payment Terms. Client agrees to pay the price specified in the Order Form(s) for the corresponding Services, plus any pre -approved travel or other expenses noted in the Order Form(s). Client will pay any and all sales or use taxes applicable to the Services provided under this Agreement. Any undisputed amount not paid fifteen (15) days after the date due will bear interest at the lower of 18% per annum or the maximum legal rate. Provider may suspend Services if non-payment continues beyond thirty (30) days. a. Recurring Services. Unless otherwise specified in the Order Form(s), Client will make the initial payment for Services upon execution of this Agreement. Subsequent payments will be due on the first day of each calendar month for the balance of the term of this Agreement, including any extensions hereof. b. One -Time Services. Client will pay for the Services as specified in the Order Form(s), typically full payment upon execution of the Agreement or, for larger projects, 50% on execution and 50% upon completion of the Services or after 60 days, whichever comes first. (4) Term and Termination. This Agreement will become effective on the Effective Date and continue in effect until terminated as specified in the Order Form or this Section 4 (the "Term"). Either Party will have the right to terminate this Agreement by written notice to the other Party under any of the following circumstances: (a) a material breach by the other Party, unless such breach is cured within thirty (30) days of receipt of written notice regarding such breach; or (b) the other Party voluntarily or involuntarily becomes or threatens to become insolvent, the subject of a petition in bankruptcy, the appointment of a receiver, rehabilitator, conservator in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar matters, or admits in writing its inability to pay its debts as they become due. The obligations of the Parties under this Agreement that continue beyond expiration, termination or cancellation of this Agreement including, without limitation, Sections 5 through 12, will survive any such expiration, termination or cancellation. If at any point during the Term, any Party's performance under this Agreement conflicts or threatens to conflict with any material legal requirement, any Party may suspend performance under this Agreement and negotiate in good faith to amend this Agreement so that each Party's performance hereunder complies with the legal requirement. If after thirty (30) days, the Parties are unable to agree on a mutually acceptable amendment, any Party may immediately terminate this Agreement upon written notice to the other Party. Client will promptly return any Reconnaissance Network Appliance(s) at Provider's expense upon termination of this Agreement. a. Recurring Services. Either Party may terminate this Agreement without cause at any time on or after the first anniversary of the Effective Date, by providing to the other Party at least sixty (60) days prior written notice. This Agreement will automatically renew on an "evergreen" basis at the end of the initial term stated in the Order Form unless previously terminated or renewed by the Parties, and may thereafter be terminated by either Party on sixty (60) days advance written notice. Client will remain obligated to pay Provider in full for any Services completed by Provider prior to termination (e.g. all remaining monthly payments due on a completed annual penetration test). b. One -Time Services. This Agreement will terminate once Provider has completed the Services and Client has paid all amounts due per the Order Form. The Parties may mutually agree to extend this Agreement by execution of additional Order Forms to be governed by this Agreement. (5) Intellectual Property Rights. Each Party agrees that it will acquire no right, title or interest in or to the other Party's information, data, tools, processes or methods, or any copyrights, trademarks, service marks, trade secrets, patents or any other intellectual or intangible property or property rights of the other by virtue of the Services provided or materials delivered pursuant to this Agreement. Neither Party will use the other Party's trademarks, service marks, trade names nor product names other than as explicitly set forth in this Agreement. During the Term of this Agreement, Provider may include Client's name in a list of Clients on its website or in promotional materials or as a reference in sales presentations. If Client is granted the right to use any Provider certification, seal or logo under the terms of the Order Form, it may do so only during the period specified in the Order Form and subject to the then -current guidelines for use of such certification, seal or logo. (6) Representations and Warranties. a. Mutual. Each Party represents and warrants to the other that it has the right to enter into this Agreement, and that the consent of no other person or entity is necessary for it to enter into and fully perform this Agreement. b. Limited Warranties of Provider. Provider represents and warrants to Client that: i. All intrusions effected by Provider as part of the Services will be in accord with Provider's written proposal (Exhibit A), and will be performed on devices to be specified in writing by Client. ii. All deliverables contemplated by this Agreement will meet the requirements described in this Agreement in all material respects. in. The Services will be performed in a workmanlike manner using reasonable care and skill by qualified personnel who are experienced in Provider's methodology. iv. The Services will be performed at a level of quality consistent with that provided by the mainstream of experts providing similar services on a commercial basis in the United States. iz,1 ,-it Attacks are inevitable. Defense is imperative. Page 1 of 5 / .. Initials V. The Services will not cause to have introduced into Client's information systems and networks any self -replicating or non -self -replicating computer codes, commands, routines or like data or entries that perform an undesired activity ("Virus"). C. No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES PROVIDED BY PROVIDER ARE PROVIDED "AS IS" AND PROVIDER (1) DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND (2) DOES NOT GUARANTEE THAT CLIENT'S NETWORK, COMPUTER SYSTEMS, OR ANY PORTIONS THEREOF ARE SECURE. CLIENT ACKNOWLEDGES THAT IMPENETRABLE SECURITY CANNOT BE ATTAINED IN REAL - WORLD ENVIRONMENTS AND THAT PROVIDER DOES NOT GUARANTEE PROTECTION AGAINST BREACHES OF SECURITY. d. No Guarantee of Meeting Client's Needs. Provider has no way of determining Client's perceived needs, and therefore does not warrant that the Services will meet Client's needs. C. No Warranties to Third Parties. Neither Provider nor Client will make any warranties on behalf of the other to any third party, without the prior written consent of the other Party. (7) Indemnification. a. Mutual Indemnification. Each Party to this Agreement and its "Related Parties" as defined below ("Indemnitor") will indemnify, defend and hold harmless the other Party ("Indemnitee") and its Related Parties from and against any "Loss" (defined below) asserted against or incurred by any of them, directly or indirectly, by reason of, arising out of or resulting from Indemnitor's: i. failure to comply with any legal requirement pertaining to this Agreement or the Services provided under it; ii. criminal, fraudulent, intentionally wrongful or grossly negligent act or omission arising out of or resulting from the performance of its obligations under this Agreement; iii. infringement, violation or misappropriation of Indemnitee's "Intellectual Property Rights" (defined below) arising out of or resulting from the performance of its obligations under this Agreement; or iv. breach of any covenant or obligation contained in Section 11 (Confidential Information) of this Agreement. As used in this Agreement, "Loss" means any demand, claim, suit, proceeding, action, loss, damage, judgment, award, settlement, cost, expense or liability, including without limitation, interest, defense costs, costs of investigation, court costs, reasonable attorneys' fees and expenses, penalties and fines. As used in this Agreement, "Related Party" means any parent, subsidiary or affiliated company, and the present and former directors, officers, members, customers, shareholders, employees, agents, and representatives of any of these, and their successors, heirs and assigns. As used in this Agreement, "Intellectual Property Rights" will mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non -competition and all other types of intellectual property. b. Additional Indemnification by Client.kpc,_V; gl?; ue lyi I?Itl a�43 �w Sea°ricg am xccorrJar!c w:dp.(?9 I1:rll] iLi'.....0 r� 1gi d rir th � -rrfarrf"ancg...J.9 q(J!' ;I l(q t9�R 3!1 4cctaeou 61 hcreaa xtnd e+cudal Aim.py.ip4?5?P..P( I'Ira vida;r a da cribed in Sec'don T.a hgr­ 1 Client agrees to indemnify, defend and hold harmless Provider and any of its Related Parties from and against any Loss asserted against or incurred by any of them arising out of or resulting from the performance of the Services by Provider in accordance with the terns of this Agreement, including any claims brought against Provider and/or its Related Parties as a result of any damage caused or allegedly caused to Client's computer systems or data as a result of the performance of the Services by Provider in accordance with the terms of this Agreement. Notwithstanding any provision of this Section 7.b to the contrary, Provider remains obligated to indemnify Client and its Related Parties from and against Losses pursuant to Section 7.a of this Agreement. C. Procedure for Indemnification. i. Notice and Defense of Third Party Claims. The Indemnitee will give the Indemnitor prompt written notice of any third -party claim. The Indemnitor will undertake the defense thereof, and will be free to choose its own counsel. Failure to give the notice will not affect the Indemnitor's duties or obligations under this Section, except to the extent the Indemnitor is prejudiced thereby. So long as the Indemnitor is defending any claim actively and in good faith, the Indemnitee will not settle the claim. The Indemnitee will make available to the Indemnitor or its representatives all records and other materials required by them in the possession or under the control of the Indemnitee, for Indemnitor's use in defending any claim, and will in other respects give reasonable cooperation in the defense. If the Indemnitor, within a reasonable time after notice of any third party claim, fails to defend the claim actively and in good faith, the Indemnitee will (upon further notice) have the right to undertake the defense, compromise or settlement of the claim or consent to the entry of a judgment with respect to the claim, on behalf of and for the account and risk of the Indemnitor, and the Indemnitor will thereafter have no right to challenge the Inderrnitee's defense, compromise, settlement or consent to judgment. ii. Other Claims. A claim for indemnification for any matter not involving a third -party claim may be asserted by notice to the Party from whom indemnification is sought. d. Survival of Obligations; Payment. The indemnification obligations set forth herein will survive any termination of this Agreement. The Indemnitor will promptly pay the Indemnitee any amount due under this Section, which payment may be accomplished in whole or in part, at the option of the Indemnitee, by the Indemnitee setting off any amount owed to the Indemnitor by the Indemnitee. (8) Limitation of Liability. a. Scope of Indemnification Obligations. i. Unlimited. The obligation of either Party to indemnify the other Party and its Related Parties from and against Losses pursuant to the provisions of Section Ta of this Agreement will be without limitation as to amount. U. Multiple of Amounts Paid (Two Times). The obligation of Client to indemnify Provider and its Related Parties from and against Losses pursuant to the provisions of Section 7.b of this Agreement, will be limited to a maximum aggregate amount equal to the product of the sum of all amounts paid or to be paid pursuant to this Agreement by Client to Provider at any time during the Term, multiplied by two (2). 12 -Il- `9 Aifaeks are inevitable. Defense is imperative. Page 2 of 5 A,6 Initials- t b. Generally. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, NEITHER PARTY: (1) WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS ATTRIBUTABLE TO ANY ACT, OMISSION OR MISREPRESENTATION BY SAID OTHER PARTY, ITS DIRECTORS, EMPLOYEES OR AGENTS; AND (2) WILL BE LIABLE TO THE OTHER, WHETHER A CLAIM BE IN TORT, CONTRACT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, LOST PROFIT, BUSINESS INTERRUPTION, LOSS OF DATA OR SIMILAR DAMAGES RELATING TO OR ARISING FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY RECEIVES NOTICE OF THE POTENTIAL FOR SUCH DAMAGES. THIS AGREEMENT ALLOCATES RISKS BETWEEN PROVIDER AND CLIENT, AND PROVIDER'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS SECTION. (9) Client's Consent to Network Intrusion and Waiver of Claims. a. Some of the techniques Provider will employ in providing the Services would constitute improper and unauthorized access, absent the consent thereto given by Client to Provider herein. Accordingly, on the condition that Provider performs the Services in accordance with the terms of this Agreement (including the provisions of Section 6.b hereof), Client provides its consent to Provider's employment of such invasive and/or intrusive techniques as being part of the Services to be performed at Client's request pursuant to this Agreement. b. Client acknowledges that, notwithstanding Provider's performance of the Services in accordance with the terms of this Agreement (including the provisions of Section 6.b hereof), Provider may inadvertently cause damage to Client's System or data, including causing Client's System to suffer degraded performance or responsiveness. art ryg r tSxPg),pltfaSl I�l�..l�sig,! lvd,lrim tjAti�IT watlp:....,tht d, rlli .-aL t 1ling t7c„Incrft,arn,unp��ndarlas td�a�It l gcs rl _rtl ti a xc�Iitlivag any QClion (If tv.Y dcseriq� Rn Scctip_n Tir 1 rgp,,(, Client agrees to waive any and all claims against Provider and Provider's Related Parties for any such damage, including damage that may be caused by Provider actually gaining access to such System. C. Client's conditional consent to Provider's actions and conditional waiver of claims are based on Client's understanding of its own System as well as its understanding of the Services to be provided pursuant to this Agreement. Client further warrants and represents that it has had the opportunity to question Provider regarding the Services and the techniques involved in implementing the Services, and therefore agrees that its conditional consent and waiver constitute an informed conditional consent and waiver. d. Notwithstanding any provision of this Article 9 to the contrary, Provider remains obligated to indemnify Client and its Related Parties from and against Losses pursuant to the provisions of Section 7.a of this Agreement. (10) Dispute Resolution & Escalation Policy. The Parties agree to seek to resolve any and all claims, controversies and disputes between them arising out of or related to this Agreement in accordance with the procedures set forth in this Section 10. a. Designation of Dispute. A Party (the "Complaining Party") that believes that the other (the "Responding Party") is in breach of this Agreement in any particular, will deliver written notification to the Responding Party, setting forth in reasonable detail the breach for which the Complaining Party seeks redress, along with a specific request for relief. The Responding Party will have fifteen (15) business days from receipt to provide a written reply. The reply will contain a response to the allegations contained in the notice or any agreement to provide the relief requested. Upon receipt of the reply, the Complaining Party will provide written notice to the Responding Party either that the dispute has been resolved satisfactorily or that the Complaining Party is invoking the escalation procedure set forth in Section 10.b. b. Escalation Procedure. In the event that the Parties are unable to resolve a dispute in the manner described in Section 10.a, each Party agrees to designate a single representative to attempt to resolve the dispute. Each Party's representative will be a senior executive who will have all necessary authority to commit the Party contractually and to resolve the dispute. The designated representative will meet for a period of time reasonably necessary to resolve the dispute, at a location to be mutually agreed upon by the Parties, in an effort to resolve the dispute. C. Arbitration. In the event the Parties are unable to resolve the dispute pursuant to the foregoing, either Party may submit the dispute to binding arbitration under the rules of the American Arbitration Association ("AAA") upon written notice to the other Party. Any such arbitration shall be held in a location mutually agreed to by the Parties, before a single arbitrator agreed to by the Parties. In the event the Parties cannot agree on a single arbitrator, each shall choose an arbitrator and the two arbitrators shall choose an arbitrator to arbitrate the dispute. The arbitrator shall award the prevailing Party with its attorney's fees and costs of arbitration. The arbitrator's decision may be enforced in any court of competent jurisdiction. (11) Confidential Information. Each Party acknowledges that it and its employees or agents may, in the course of the Agreement, be exposed to or acquire information that is proprietary or confidential to the other Party. "Confidential Information" includes: (a) any information relating to a Parry's research, development, trade secrets, processes, procedures, formulas, business practices, business plans, strategies, budgets, client and vendor relationships, personnel data, financial information and other similar business information of a confidential nature; (b) other proprietary information, results of remote assessments, technical guides, technical data or know-how, including, but not limited to, that which relates to Client's hardware, software, screens, specifications, designs, plans, drawings, data, prototypes, discoveries, security policies, passwords, access codes and the like, router, firewall and other such equipment's configuration information, filtering configurations, or any other information directly relating to the integrity or security of the Client network or computer systems; and (c) the methods, systems, data and materials used or provided by Provider in the performance of Services pursuant to this Agreement. Provider acknowledges and agrees that the presence, nature and extent of any security vulnerabilities and other information that Provider discovers regarding Client's information systems and networks during the course of this engagement is Confidential Information of Client. The term "Confidential Information" does not include information that is: (a) known to the receiving Party prior to disclosure by the disclosing Party or its personnel; (b) publicly available through no act or omission of the receiving Party; (c) lawfully received by the receiving Party from a third party (other than the disclosing Party's former or current personnel) that is not under any confidentiality obligation to the disclosing Party; or (d) comprised of statistical information, or other aggregated information regarding security vulnerabilities, security configurations and the like insofar as such information does not identify Client or Client's computer network or computer systems. Except as otherwise expressly set forth herein, each Party will use Confidential Information of the other Party which is disclosed to it only for the purposes of this Agreement and will not disclose such Confidential Information to any third party without the disclosing Party's prior written consent. Each Party may disclose to its employees the other Party's Confidential Information on a need -to -know basis in connection with this engagement. Each Party agrees to take measures to protect the confidentiality of the other Party's Confidential Information that, in the aggregate, are no less protective than those measures it uses to protect the confidentiality of its own Confidential , "-il Attacks are inevitable. Defense is imperative. Page 3 of 5 n I Initialss Intending to be legally bound, Provider and Client have caused this Agreement to be executed by their authorized representatives effective as of the Effective Date. Agreed to: TAQVn DIGITAL DEFENSE, INCORPORATED CLIENT II By: By: - _nrn, q 4, I Print Name: David G. Hargraves Print Name:_ "LA Print Title: Executive VP / CFO Print Title: Attachments:""�6"' Exhibit A - Description of Services (Proposal) Exhibit B - Order Form Exhibit C - Billing and Payment Options AttaOkare inevitable. Defense is imperative. Page 5 of 5 Information. Upon the request of the disclosing Party, the recipient will return to the disclosing Party all written Confidential Information, and will promptly destroy all copies of any analyses, summaries or extracts prepared by the recipient or for its use containing or reflecting any Confidential Information. Each Party further agrees to promptly advise the other Party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information of the other Party that may come to its attention and to take all steps reasonably requested by the disclosing Party to limit, restrict or otherwise remedy such misappropriation, disclosure or use. Nothing in this Agreement will be construed as granting any rights to the receiving Party, by license or otherwise, to any of the disclosing Parry's Confidential Information, except as expressly stated in this Agreement. In the event that a Party is required to disclose Confidential Information to a court or governmental agency or pursuant to any other applicable Legal Requirement, such Party will, to the extent practicable prior to such disclosure, and as soon as practicable and by the best available means, notify the other Party to allow it an adequate opportunity to object to the disclosure order or to take other actions to preserve the confidentiality of the information. Prior to any disclosure pursuant to this Section 11, a Party required to disclose Confidential Information will cooperate with the Party claiming confidentiality of the information in such Party's reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment. (12) Ownership and Use of Work Product. Client will own all deliverables and other material originated, prepared for and/or delivered to the Client under this Agreement, including without limitation, all copyright, patent, trade secret and other proprietary rights pertaining thereto; provided, however, that Provider's working papers and Confidential Information of Provider belong exclusively to Provider except to the extent said working papers contain Confidential Information of Client or material owned by Client under the preceding sentence. To the extent that Confidential Information of Provider is embedded or reflected in the deliverables provided hereunder, Provider hereby grants Client the perpetual, nonexclusive, worldwide, royalty -free right and license to (a) use, execute, reproduce, distribute copies of, and prepare derivative works of Provider's Confidential Information and any derivative works thereof, and (b) authorize others to do any or all of the foregoing; provided, however, that said rights will be strictly limited to Client's internal use related to detection, testing, intrusion, penetration, and remediation of security vulnerabilities in Client's own information systems and networks. Except to the extent same include Confidential Information of Client, the ideas, concepts, know-how, techniques, inventions, discoveries and improvements developed during the course of this Agreement by Provider's personnel, alone or in conjunction with Client personnel, may be used by Provider in any way it deems appropriate, including without limitation by or for its clients, without an obligation to account, notwithstanding any provision in this Agreement to the contrary. Nothing in this Agreement will preclude or limit Provider from providing consulting services and/or developing software or materials for itself or other clients. (13) General Provisions. a. Severability. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the Parties, and the remainder of the Agreement will remain in full force and effect. b. No Waiver. No term or condition of this Agreement will be deemed waived, and no breach will be deemed excused, unless such waiver or excuse is in writing and is executed by the Party from whom such waiver or excuse is claimed. C. Amendment. Any amendment of this Agreement will be in writing and signed by both Parties. d. Interpretation. Section numbers and headings are used for convenience and are not to be construed as limitations of the substance of any provision. e. Governing Law. This Agreement will be interpreted under the laws of the State in which Client is domiciled. E Force Majeure. With the exception of a Party's obligation to make payments properly due to the other Party, neither Party will be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of fire, earthquake, flood, substantial snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any failure or delay of any transportation, power, computer or communications system or any other or similar cause beyond that Party's control. g. Assignment. Neither this Agreement nor any right or obligation arising hereunder may be assigned (voluntarily, by operation of law, or otherwise), in whole or in part, by either Party without the consent of the other Party, such consent not to be unreasonably withheld; provided, however, that either Party will have the right, upon written notice to the other Party, to assign this Agreement to any person or entity that acquires all or substantially all of such Parry's business or assets. This Agreement will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. h. Injunctive Relief. The Parties acknowledge that it will be impossible to measure in money the damage to them caused by any failure to comply with the covenants set forth in Section 11 (Confidential Information), that each such covenant is material, and that in the event of any breach of such provision, the injured Party will not have an adequate remedy at law or in damages. Therefore, in addition to any other remedies to which a Party may be legally entitled, the Parties consent to the issuance of an injunction or the enforcement of other equitable remedies against them at the suit of the other, without bond or other security, to compel performance of all of the terms of Section 11 (Confidential Information), and waive the defense of the availability of relief in damages. i. Exclusive Remedies. The Parties agree that the remedies set forth in this Agreement shall constitute the sole and exclusive remedies available for any breach of this Agreement, including any breach of warranty, express or implied. j. Export Controls. The Parties acknowledge that Provider's Reconnaissance Network Appliance (RNA) is subject to the U.S. Export Administration Regulations and other U.S. law, and may not be exported, re-exported or otherwise transferred contrary to U.S. law. Client agrees to refrain from exporting or re-exporting any RNA device without the advance written permission of Provider. k. Counterparts; Facsimiles. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same document. The Parties may sign facsimile copies of this Agreement which will each be deemed originals. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. Attacks are inevitable. Defense is imperative. Page 4 of 5 l 0 Initials Exhibit A: Description of Services Statement of Work Information Security Services and Products Provided by Digital Defense, Inc. This Statement of Work (SOW) defines the services and products offered to you by Digital Defense, Inc. The following pages detail each individual service/product. The Prerace sections below define certain aspects common to the various available service options, in the interest of keeping the detailed statements of work that follow as brief and non -repetitious as possible. Preface: Applicable to Frontline Basic Frontline Advanced., frontline Pro Frontline PC[ Pro, Frontline WAS Frontline Pen Assessment and Frontline Pen Test Subscriptions Responsibilities At contract execution, the contracting organization will complete a Pre -Assessment Questionnaire (PAQ) that provides the IP addresses that contain the devices for which the client would like for Digital Defense to test. Upon receipt of the completed PAQ, Digital Defense will begin a three-phase process to turn up service(s) ordered. These three phases are Design, Build, and Operate. 0 Design Phase Based on PAQ information, Digital Defense will provision a Frontline account for the client. Digital Defense will also assign a Client Advocate and/or a Personal Security Analyst (Frontline Pro) to the project during this phase. The Advocate and/or Analyst will contact the client to scope the engagement and capture any specific requests (e.g. desired hours of execution, key system test requirements, etc.) from the client. 0 Build Phase Once the optimum design has been determined, Digital Defense will begin programming the system for initial use by the client. Digital Defense will also configure the Frontline.Cloud suite accounts for the client's users. In addition, Digital Defense will configure and ship the Reconnaissance Network Appliance (RNA) device(s) assuming that the client orders internal testing services. The RNA uses the address ranges entered into the Frontline.Cloud suite to determine the scanning boundaries in carrying out the services on client networks. The RNA will interrogate each IP address to determine the presence of a device, and to identify any known vulnerabilities resident on the system. Following RNA device configuration, Digital Defense will ship the RNA to the client for installation on the client network. RNA devices are typically self -installed by clients, but Digital Defense will provide installation services (at additional cost) if the client so desires. • Operate Phase Following the Build Phase, the Frontline.Cloud suite is ready for client use. Digital Defense will train clients on how to utilize the Frontline.Cloud platform, and will provide ongoing support to the client,as required. d,tl Dc'd n e Wnc' 9000 8Osc::m Sifltc 100 ,; w Ai Oimi n I °I," 88871 � iN���i�' Constraints & Exclusions Clients may access their testing results via the secure Frontline.Cloud suite. Digital Defense will configure the Frontline.Cloud suite to support the services ordered by the client. Clients are only able to scan systems and/or networks connected to the IP addresses provided in the PAQ and covered under the services contract. Digital Defense provides vulnerability remediation support material with the services via the Frontline.Cloud suite, but the actual remediation of security vulnerabilities is not included with the services. Results Availability Clients may access their testing services results for one year following the completion of their contract. Digital Defense will archive test results after one year, but can make these available to the client for an additional charge. However, Digital Defense strongly recommends clients download and archive older reports to avoid this unnecessary expense. Logistics Digital Defense performs the services from a Digital Defense Secure Network Operations Center (SNOC), rather than sending security analysts to your site, in order to minimize disruption to your normal business operation and to eliminate the significant travel and living expenses typically passed through to you by organizations using traditional consultant techniques. Digital Defense makes the Frontline.Cloud suite available to service clients at the end of the Build Phase mentioned previously. The client is free to determine the extent to which the client utilizes the system, subject to the service frequencies selected and ordered. Digital Defense makes the necessary RNA device(s) available to the service client during the entire term of the contract. Upon contract termination or expiration, the client will return all physical RNA devices to Digital Defense and/or destroy all virtual RNA images. ADDlicable to all Consultant, Services Responsibilities At contract execution, the contracting organization will complete a Pre -Assessment Questionnaire (PAQ) that provides the information Digital Defense needs to provision access to the Frontline.Cloud suite to retrieve engagement results. Digital Defense then provides access to engagement deliverables via the Frontline.Cloud suite upon conclusion of each service. Results Availability Clients may access their testing services results for one year following the completion of their contract. Digital Defense will archive test results after one year, but can make these available to the client for an additional charge. However, Digital Defense strongly recommends clients download and archive older reports to avoid this unnecessary expense. Logistics The client is free to determine the extent to which the client utilizes the system, subject to the service frequencies selected and ordered. LAujOA vlonc Inc, f2H,111Ile;o;:oi)DIo �"'111111o:00,canAinronlorP;X/8°1W'N:AIi kfl;u WWV%" o o!N lkrdpll u. , : MIII Frontline Advanced m - Self Directed Scanning Overview The Frontline Advanced subscription provides host discovery and/or vulnerability scans on external and/or internal IP-based systems and networks. Our technology employs a variety of scanning techniques to survey the security posture of the target IP-based systems and networks. These scans proactively test for known vulnerabilities and the existence of mainstream industry best practice security configurations. External scanning addresses all Internet -facing assets such as routers, firewalls, web servers, and e-mail servers for potential security weaknesses, checking for the "open doors" that could allow a hacker to gain unauthorized access to the network and exploit critical assets. Internal scanning addresses all internal assets such as workstations, intranet servers, and printers for Trojans, improper configurations, peer -to -peer (PTP) file sharing programs, and more. In addition to both executive and detailed technical reports, the Frontline Advanced subscription provides scan data management, host -based risk assignments, and remediation resources such as CVE data, Microsoft Security Bulletins and others and progress reporting. Scope The Frontline Advanced subscription provides each client who contracts for the service with scanning and scan data management of client -designated IP addresses for the term of the agreement. The service is available to all client -designated employees as well as contractors that support the client's information security program initiatives. Deliverables The Frontline Advanced subscription provides access to the secure Frontline Vulnerability ManagerTM (Frontline VM) platform which enables clients to perform the following key service functions: • Scan Configuration & Scheduling Clients can configure scans to run against a single IP address and/or a range of IP addresses. Clients can schedule scans to run on an ad hoc or recurring basis per contracted frequency. • Scan Results Management Clients can review the results of their assessment scans within the Frontline VM Scan Activity View. Additionally, clients can add comments or notes about detected devices to improve management oversight and audit reporting. Scan results include detailed information about devices found within target IP address ranges. The scan provides a great deal of information including a profile of each detected device, information on the vulnerabilities detected on the device, and detailed vulnerability remediation steps including P party reference links. Clients can view aggregate scan results and manage and track the progress of remediation efforts with Frontline VM Active View. Active View maintains accurate, holistic views of the computing devices connected to a client's network across scans with a powerful patented advanced network endpoint correlation functionality, Frontline DNATM. Aggregate scan results can be filtered and sorted and partitioned or segmented to better manage results across the client organization (e.g. client, region, statewide, nationwide etc.). Clients can also add comments or notes about reconciled devices in the Active View to improve management oversight and audit reporting. iigitaI lip r'is��, I11r.'°MOC I('oro 1)rw, `,nk J00, !"1ri AritnrI a In /8) Tall I rr 888 /3 111 . • Host -based Risk Assignments Clients can assign a risk level to each computing device connected to their IP-based networks to provide a more precise view of the true risk that vulnerabilities on that device pose to their operation. These risk -based assignments help client organizations in a variety of ways, primarily assisting in the prioritization of remediation activities. • Results Reporting Clients have access to several types of fixed reports (e.g. Executive Summary, Technical Detail, Active View Summary, Trending, Top At Risk Hosts) with results made available in two formats types (PDF, CSV). Clients can generate these reports on demand, with the option to download and store reports for reference, archiving and/or distribution. Scan results are also available in JSON via a REST Application Programming Interface (API). Training VM clients receive one hour of telephone support following receipt of the completed Pre -Assessment Questionnaire (PAQ) to train on use of the Frontline.Cloud suite. • Support VM clients receive one hour of telephone support each month. Responsibilities (see Preface) Constraints & Exclusions (see Preface) Results Availability (see Preface) Logistics (see Preface) D!gllrll I) feriscr Inc' 9000 I r^saro D I ve, S'ul9(1,(; ), S,jji AilI /82 1')II I i c� 8 fb %/`aA; L2 Exhibit B: Order Form Client Name: Contract Commencement Date: Service Start Date (if different): (C) City of South Bend Initial Contract Term (months): 36 Expiration Date: Main Point of Contact — Client: Dan O'Conner Tel. 7(� 55-6 01 Primary Technical Contact — Client: Tel. Client Personnel Aware of Digital Defense's Provision of Services (list below): Service Products Contracted per this Agreement NOTE: Prices below are before sales taxes if any, and. are stated in U.S. dollars): Invoiced on Invoiced Service Product Term Contract Annually (months) Execution Thereafter A B A) B Frontline AdvancedTM - Self Directed Scanning 36 $11,448.00 $11,448.00 (Monthly external and internal vulnerability assessments on up to 1,100 devices) Frontline ProTM - Fully Managed Scanning (In addition to the vulnerability assessment services described above, Digital Defense will engineer, configure and schedule Client's vulnerability assessments, 3 $4,500.00 and then "project manage" Client's remediation efforts, for 90 days after first scan is com leted) 10% One -Time Special Offer Discount N / A ($1,596.00) ($1,146.00) Special One -Time Discount, Year 1 only ($2,702.00) - Virtual RNA Right to Use Fee (D) $1,250.00 - TOTAL INVOICED ON CONTRACT EXECUTION &ANNUALLY: $12,900.00 $10,302.00 Addressees for Notices: To Digital 'Defense: Digital Defense, Inc. Attn.: President 9000 Tesoro, Suite 100 San Antonio, TX 78217 Facsimile: (210) 822-9216 To Client: City of South Bend Attn.: Dan O'Conner 227 West Jefferson Blvd South Bend, IN 46601 Facsimile: A. Invoiced at execution and annually thereafter. At Client's option, may be paid via automatic bank draft. All invoices shall be due and payable upon receipt. B. Pricing is based upon information Client has provided Digital Defense as to the number of nodes on Client's System. If the actual number of nodes (as determined by Digital Defense during testing) proves to be greater by more than 10% of the number supplied by Client, Client agrees to a pro-rata adjustment to the prices listed in this Exhibit B on anniversary date of the contract. C. Client to note desired start date here. Digital Defense will be able to commence the first service 5-10 business days after receipt of (a) this Agreement, (b) payment of the "Due on Execution" amount noted above, which Client will send to Digital Defense with the signed Agreement, and (c) add re assessrrsent questionnaire documentation an d thirrd- arr sen?ice grovider consents CiLgUlicabLeL D. Software -only scanner; client provides their own hardware. Fee covers one image and additional images can be purchased for $35. The fee is a lifetime fee (no refresh fees). Required for remote delivery of internal ass sents and penetration tests. ^1�m Initials Exhibit C: Billing and Payment Options Please review the following, and indicate your preferences for billing and payment methods in conjunction with this Agreement. Should you choose to change your preferences at some point in the future, feel free to contact us by fax at (210) 822-9216, Attn: Controller. Billing Options icheck one and fill in time apgropriate blanks): ❑ I would prefer to receive hard copy invoices by mail, addressed to: Contact: City/State/Zip: Phone: ❑ I would prefer to receive soft copy invoices by e-mail addressed to: Contact: Email: I would prefer not to receive invoices, and instead just arrange automatic payment (below). Payment Options check one ❑ I would like to make my payments by wire transfer. ❑ I would like to make my payments by ACH transfer. ❑ I would like to make my payments by check sent via US Mail. To pay by wire or ACH transfer Digital Defense's bank information follows: Bank: Broadway Bank, San Antonio, TX ABA Routing Number: 114021933 Account Name: Account Number: Digital Defense, Inc. 4100079804 II 84:�r1� II D �cl"Vse' �I0c' X)01(11 �'�P,; w �d"I`U 0.;11".,. ��Ohd,V)O, Sim �A41I, lloI I �..X ' „ w 1(A V e j"I'�a ro 1 v � p Y Initials BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 11/26/18 Daniel O'Connor Department Innovation & Tech BPW Date 12/11/18 Phone Extension 6201 mmmmmimimmmmmmmmmmmmmmmmmmm m Re wired Prior to Submittal to Board Legal Attorney Name Kennedy Controller review is required for all Contracts $5,000.00 or more Controller ® and greater than one year in length per the City Purchasing Policy Purchasing Check the A IN Agreement Professional Services ❑ Bid Opening [� Quote Opening ❑ Chg Order No. ❑ Ease./Encroach. R Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description rropriate Item Type El Contract El Amendment ❑ Bid Award El Quote Award C/O & PCA No Traffic Control — Re IuLred( for All Submissions ❑ Proposal ❑ Req. to Advertise ❑ PCA Resolution Claim Addendum ❑ Title Sheet Required Information aigital_gfense Incorporated ❑ Yes ❑ If Yes, Approved Wby µPurchasing ❑ No MBE Completed E-Verify Form Attached Yes �] WBE ❑ No Diqital Defense Frontline Advanced Self Directed Scannina IT Operating _ 279-0672-415.36-04 �_......._........._.......................... $33,504 for 3 years with annual payments (year 1= $12,900, mm....years 2 and 3 $10,302 3 years licensing Licensinq for Digital Defense Frontline Advanced self directed scannt.q_q:. For Change Orders Only Amount of LJ Increase $ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Time Extension: Dispersal After Approval Copy Original ® Daniel O'Connor ® Mike Sniadecki ® El Shawn Delahant,