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9000 Tesoro Drive, Suite 100
<br />DI
<br />G I TA L ® San Antonio, TX 78217
<br />Main: (210) 822-2645
<br />DEFENSE
<br />I N C O R P 0 R AT E D
<br />SECURITY ASSESSMENT SERVICES MASTER AGREEMENT
<br />This Security Assessment Services Master Agreement ("Agreement") dated this day of , 20_
<br />("Effective Date"), covers all services acquired by the client identified below ("Client") from Digital Defense, Inc.,
<br />a Delaware corporation ("Provider").
<br />(1) Structure of Agreement. This Agreement, the executed Order
<br />Form(s) attached hereto as Exhibit(s) B, and other exhibits attached
<br />hereto as noted herein (collectively the "Agreement') constitute the
<br />complete agreement regarding those services and replace any prior
<br />oral or written communications between the Parties. Additional terms
<br />are contained in the applicable Order Form(s). If there is a conflict
<br />between the terms of this Agreement and the terms of the attached
<br />exhibits, the terms of this Agreement prevail.
<br />(2) Security Assessment Services. Provider will perform the
<br />services noted in the Order Form(s) and described in detail in Exhibit
<br />A hereof ("Services") during the period and upon the terms and
<br />conditions specified in the Order Form. Either Party may request
<br />changes or additions to the Services. Any mutually agreed changes
<br />must be described in detail in writing and signed by both Parties.
<br />(3) Billing and Payment Terms. Client agrees to pay the price
<br />specified in the Order Form(s) for the corresponding Services, plus
<br />any pre -approved travel or other expenses noted in the Order Form(s).
<br />Client will pay any and all sales or use taxes applicable to the Services
<br />provided under this Agreement. Any undisputed amount not paid
<br />fifteen (15) days after the date due will bear interest at the lower of
<br />18% per annum or the maximum legal rate. Provider may suspend
<br />Services if non-payment continues beyond thirty (30) days.
<br />a. Recurring Services. Unless otherwise specified in the
<br />Order Form(s), Client will make the initial payment for Services
<br />upon execution of this Agreement. Subsequent payments will be
<br />due on the first day of each calendar month for the balance of the
<br />term of this Agreement, including any extensions hereof.
<br />b. One -Time Services. Client will pay for the Services as
<br />specified in the Order Form(s), typically full payment upon
<br />execution of the Agreement or, for larger projects, 50% on
<br />execution and 50% upon completion of the Services or after 60
<br />days, whichever comes first.
<br />(4) Term and Termination. This Agreement will become
<br />effective on the Effective Date and continue in effect until terminated
<br />as specified in the Order Form or this Section 4 (the "Term"). Either
<br />Party will have the right to terminate this Agreement by written notice
<br />to the other Party under any of the following circumstances: (a) a
<br />material breach by the other Party, unless such breach is cured within
<br />thirty (30) days of receipt of written notice regarding such breach; or
<br />(b) the other Party voluntarily or involuntarily becomes or threatens to
<br />become insolvent, the subject of a petition in bankruptcy, the
<br />appointment of a receiver, rehabilitator, conservator in bankruptcy, or
<br />other agent known by whatever name, to take possession of its assets
<br />or control of its operations or any proceeding relating to insolvency,
<br />receivership, liquidation or composition for the benefit of creditors or
<br />similar matters, or admits in writing its inability to pay its debts as they
<br />become due. The obligations of the Parties under this Agreement that
<br />continue beyond expiration, termination or cancellation of this
<br />Agreement including, without limitation, Sections 5 through 12, will
<br />survive any such expiration, termination or cancellation. If at any
<br />point during the Term, any Party's performance under this Agreement
<br />conflicts or threatens to conflict with any material legal requirement,
<br />any Party may suspend performance under this Agreement and
<br />negotiate in good faith to amend this Agreement so that each Party's
<br />performance hereunder complies with the legal requirement. If after
<br />thirty (30) days, the Parties are unable to agree on a mutually
<br />acceptable amendment, any Party may immediately terminate this
<br />Agreement upon written notice to the other Party. Client will
<br />promptly return any Reconnaissance Network Appliance(s) at
<br />Provider's expense upon termination of this Agreement.
<br />a. Recurring Services. Either Party may terminate this
<br />Agreement without cause at any time on or after the first
<br />anniversary of the Effective Date, by providing to the other Party
<br />at least sixty (60) days prior written notice. This Agreement will
<br />automatically renew on an "evergreen" basis at the end of the
<br />initial term stated in the Order Form unless previously
<br />terminated or renewed by the Parties, and may thereafter be
<br />terminated by either Party on sixty (60) days advance written
<br />notice. Client will remain obligated to pay Provider in full for
<br />any Services completed by Provider prior to termination (e.g. all
<br />remaining monthly payments due on a completed annual
<br />penetration test).
<br />b. One -Time Services. This Agreement will terminate once
<br />Provider has completed the Services and Client has paid all
<br />amounts due per the Order Form. The Parties may mutually
<br />agree to extend this Agreement by execution of additional Order
<br />Forms to be governed by this Agreement.
<br />(5) Intellectual Property Rights. Each Party agrees that it will
<br />acquire no right, title or interest in or to the other Party's information,
<br />data, tools, processes or methods, or any copyrights, trademarks,
<br />service marks, trade secrets, patents or any other intellectual or
<br />intangible property or property rights of the other by virtue of the
<br />Services provided or materials delivered pursuant to this Agreement.
<br />Neither Party will use the other Party's trademarks, service marks,
<br />trade names nor product names other than as explicitly set forth in this
<br />Agreement. During the Term of this Agreement, Provider may
<br />include Client's name in a list of Clients on its website or in
<br />promotional materials or as a reference in sales presentations. If
<br />Client is granted the right to use any Provider certification, seal or
<br />logo under the terms of the Order Form, it may do so only during the
<br />period specified in the Order Form and subject to the then -current
<br />guidelines for use of such certification, seal or logo.
<br />(6) Representations and Warranties.
<br />a. Mutual. Each Party represents and warrants to the other
<br />that it has the right to enter into this Agreement, and that the
<br />consent of no other person or entity is necessary for it to enter
<br />into and fully perform this Agreement.
<br />b. Limited Warranties of Provider. Provider represents and
<br />warrants to Client that:
<br />i. All intrusions effected by Provider as part of the
<br />Services will be in accord with Provider's written proposal
<br />(Exhibit A), and will be performed on devices to be specified in
<br />writing by Client.
<br />ii. All deliverables contemplated by this Agreement will
<br />meet the requirements described in this Agreement in all
<br />material respects.
<br />in. The Services will be performed in a workmanlike
<br />manner using reasonable care and skill by qualified personnel
<br />who are experienced in Provider's methodology.
<br />iv. The Services will be performed at a level of quality
<br />consistent with that provided by the mainstream of experts
<br />providing similar services on a commercial basis in the United
<br />States.
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