Mutual Services Agreement
Following are the GENERAL TERMS AND CONDITIONS for Managed Security & Compliance Services offered by CYCORE SECURE LLC.
PLEASE READ CAREFULLY.
These General Terms & Conditions (“Terms”) are incorporated by reference into every Order Form, Statement of Work, proposal, engagement letter or other ordering document (each, an “Order Form”) executed between Cycore Secure LLC (“Cycore”, “we”, “our” or “us”) and the customer identified in the Order Form (“Client”, “you” or “your”). By executing an Order Form that references these Terms, the parties agree to be bound by the Agreement (as defined below).
1. Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Agreement” means collectively (a) these Terms, (b) each Order Form and any schedules or exhibits attached thereto, and (c) any addenda such as a Data Processing Agreement (“DPA”).
1.3 “Confidential Information” has the meaning set forth in Section 5.
1.4 “Deliverables” means all reports, documents, dashboards, analyses or other work product specifically identified in an Order Form.
1.5 “Fees” means the fees described in the Order Form.
1.6 “Personal Data” means any data that is defined as “personal data,” “personal information,” or similar term under applicable privacy laws and is processed by Cycore on behalf of Client.
1.7 “Pre-Existing IP” means intellectual property owned or developed by a party prior to, or independently of, the Agreement, together with any improvements thereto.
1.8 “Services” means the managed security, compliance and related professional services described in an Order Form.
2. Scope of Services; Change Management
2.1 Provision of Services. Cycore will perform the Services in a professional and workman-like manner in accordance with the Agreement.
2.2 Change-of-Service Requests. Either party may request changes to the scope, schedule, or Fees. No change is binding unless set forth in a mutually executed Change Order.
3. Term; Renewal; Termination
3.1 Term. The Agreement commences on the Effective Date stated in the first Order Form and continues for the initial term specified therein (“Initial Term”).
3.2 Auto-Renewal. Unless either party provides at least thirty (30) days’ written notice of non-renewal prior to the end of the then-current term, the Agreement will automatically renew for successive twelve- (12-) month renewal terms (each a “Renewal Term”, and together with the Initial Term, the “Term”).
3.3 Termination for Cause. Either party may terminate the Agreement or an affected Order Form (a) for material breach by the other party that remains uncured thirty (30) days after written notice, or (b) immediately if the other party becomes insolvent or enters bankruptcy proceedings.
3.4 Termination for Convenience. Client may terminate an Order Form for convenience after the first sixty (60) days of the Initial Term upon thirty (30)days’ written notice; Client remains liable for Fees earned through the effective termination date.
3.5 Effect of Termination. Upon termination or expiration (a) Cycore will cease performing the Services; (b) Client will pay all outstanding Fees; and (c) each party will, upon request, return or destroy the other party’s Confidential Information, subject to record-retention obligations. Sections intended by their nature to survive termination (including 5-12, 14-18) will do so.
4. Fees; Invoicing; Payment
4.1 Fees & Expenses. Client will pay the Fees and reasonable out-of-pocket expenses set forth in the Order Form.
4.2 Invoicing & Payment Terms. Unless otherwise stated, Fees are invoiced monthly in advance and are due net fifteen (15) days from invoice date. Late payments accrue interest at the lower of 1.5 % per month or the highest rate permitted by law.
4.3 Suspension of Service. Cycore may suspend Services for undisputed amounts more than thirty (30) days overdue, after providing at least five (5) days’ prior written notice.
5. Confidential Information
5.1 Definition. “Confidential Information” means any non-public business, technical, or financial information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or reasonably should be understood as confidential.
5.2 Obligations. The Receiving Party will (a) use Confidential Information solely to perform under the Agreement, (b) protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party except to employees, Affiliates, contractors, and advisors bound by confidentiality obligations at least as protective.
5.3 Exclusions. Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party, (ii) was known to the Receiving Party without restriction before receipt, (iii) is rightfully received from a third party without breach of any duty, or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.
5.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information pursuant to a valid court order or similar requirement, provided it gives prompt notice (to the extent legally permitted) and cooperates in seeking protective measures.
5.5 Injunctive Relief. The parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm and entitle the Disclosing Party to equitable relief.
6. Data Protection & Security
If Cycore processes Personal Data on Client’s behalf, the parties will execute and comply with a DPA that meets applicable privacy laws (including GDPR, CCPA, and HIPAA as applicable). Cycore will implement and maintain commercially reasonable administrative, technical and physical safeguards to protect Client data and will notify Client of any confirmed unauthorized access to such data without undue delay.
7. Intellectual Property
7.1 Ownership of Deliverables. Upon full payment of all Fees, Client owns all right, title and interest in the Deliverables, excluding any Cycore Pre-Existing IP.
7.2 Pre-Existing IP. Each party retains ownership of its Pre-Existing IP. To the extent Cycore Pre-Existing IP is incorporated into a Deliverable, Cycore grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Pre-Existing IP solely as embedded in or necessary to use the Deliverables for Client’s internal business purposes.
7.3 License to Client Materials. Client grants Cycore a limited, non-exclusive license to use Client materials solely to perform the Services.
8. Representations & Warranties
8.1 Mutual. Each party represents that it has the authority to enter into the Agreement.
8.2 Cycore Warranties. Cycore warrants that (a) it will perform the Services in a professional and workman-like manner using personnel with appropriate skills, and (b) the Services will comply in all material respects with the specifications in the applicable Order Form during the thirty (30)-day warranty period following delivery.
8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND CYCORE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
9. Indemnification
9.1 Cycore Indemnity. Cycore will defend, indemnify and hold harmless Client from third-party claims alleging that the Services or Deliverables infringe any U.S. patent, copyright, trademark or trade secret, or arising from Cycore’s gross negligence or willful misconduct.
9.2 Client Indemnity. Client will defend, indemnify and hold harmless Cycore from third-party claims arising out of (a) Client’s misuse of the Services, (b) materials or data supplied by Client, or (c) Client’s gross negligence or willful misconduct.
9.3 Procedure. The indemnified party must (i) give prompt written notice of the claim, (ii) allow the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party without admission of liability), and (iii) reasonably cooperate.
9.4 Remedies for IP Claims. If the Services are adjudged to infringe, Cycore may (a) procure the right for Client to continue using them, (b) replace or modify them to be non-infringing, or (c) terminate the affected Services and refund prepaid, unused Fees.
10. Limitation of Liability
10.1 Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Liability Cap. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CYCORE IN THE TWELVE (12) MONTHSPRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT THE FOREGOING CAP WILL BE INCREASED TO THREE (3) TIMES SUCH AMOUNT FOR CLAIMS SUBJECT TO INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY.
10.3 Exceptions. The limitations in this Section do not apply to a party’s fraud, gross NEGLIGENCE, willful misconduct, or amounts owed under Section 4.
11. Insurance
Cycore will maintain, at its own expense, (a) Commercial General Liability insurance, (b) Professional / Technology Errors & Omissions insurance, and (c) Cyber Liability insurance, each with limits of not less than USD 1,000,000 per occurrence. Evidence of coverage will be provided upon reasonable request.
12. Independent Contractor; Subcontractors
Cycore is an independent contractor and not an employee, agent or partner of Client. Cycore may use qualified subcontractors (including offshore personnel) to perform the Services, provided Cycore remains responsible for their performance and compliance with the Agreement. Nothing herein creates an employment, joint venture or agency relationship.
13. Force Majeure
Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government orders, utilities or internet failures. The affected party will promptly notify the other party and use reasonable efforts to resume performance.
14. Non-Solicitation
During the Term and for twelve (12) months thereafter, neither party will solicit for employment any employee or contractor of the other party who was directly involved in the Services, except through general employment advertising not specifically targeting such individual.
15. Publicity
Cycore may list Client’s name and logo on its website and marketing materials as a customer reference, provided that Client may revoke this permission at any time by written notice. Neither party will issue press releases without the other party’s prior written consent.
16. Governing Law; Venue; Dispute Resolution
The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and waive objections to venue. The prevailing party in any action will be entitled to recover reasonable attorneys’ fees and costs.
17. Notices
All notices must be in writing and deemed given when (a) delivered by hand, (b) sent by a nationally recognized overnight courier (receipt requested), or (c) sent by email with confirmation of receipt, in each case to the addresses specified in the Order Form (or as later designated in writing).
18. Miscellaneous
18.1 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets. Any unauthorized assignment is void.
18.2 Entire Agreement; Order of Precedence. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. In the event of conflict, the Order Form prevails over these Terms.
18.3 Amendment & Waiver. Any amendment must be in writing and signed by both parties. A waiver is effective only if in writing and applies solely to the specific instance.
18.4 Severability. If any provision is held unenforceable, the remainder of the Agreement will remain in force, and the parties will substitute a valid provision that best achieves the intent of the invalid provision.
18.5 Counterparts & Electronic Signature. The Agreement may be executed in counterparts (including via electronic signature service), each of which is deemed an original and together constitutes one instrument.
*End of Terms*
