TERMS AND CONDITIONS
The following Terms & Conditions (hereinafter "T's & C's") shall apply to any Risk Assessment engagement(s) performed by Choice Cybersecurity, Inc. (hereinafter the "Company") for or on behalf of the undersigned Client (collectively the "Parties"). Acceptance of these T's & C's is required prior to the initiation of a Risk Assessment engagement and shall accompany the associated signed Project Quote provided by the Company.
Company Responsibilities. The Company agrees to provide the products and perform the services (collectively, the "Services") set forth in a Statement of Work (hereinafter "SOW") mutually approved and agreed upon in writing. The Company shall perform the Services in a professional and workmanlike manner in accordance with industry standards and in compliance with all applicable laws and regulations. The Company will control the manner in which the Services are performed.
Any change in the scope of the Services must be agreed to in writing by the Parties pursuant to a modification to the SOW or by separate change order.Neither party shall be obligated to perform or pay for any material change in the scope of Services unless and until such change is agreed to in writing.
Client's Responsibilities. Client acknowledges and agrees that the Company's performance of Services is dependent upon Client's timely performance of its responsibilities as outlined herein or hereunder:
The Client hereby consents to Company's access to such premises, personnel, devices and Systems required to perform the Services on a timely basis. The Company agrees not to access the Systems during any time periods or by individuals not authorized by the Client.
Except as provided herein, Client shall be solely responsible for the application, operation, maintenance and support of its Systems, hardware and software including, but not limited to, the implementation of appropriate procedures, training, safeguards and routine backups.
Client acknowledges that installation dates for products or Services provided in an SOW are intended as estimates only and, based on the circumstances, may be subject to change.
All deposits and invoices shall be due and payable in U.S. Dollars ($), in accordance with the applicable payment terms.
Client shall be responsible for and bear the cost of the conversion of any non-U.S. currency into U.S. Dollars and for any tax or charge imposed by any governmental entity upon the sale, use or receipt of the Services.
Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by applicable law, whichever is lower, for all fees not received when due.
Payment for the compliance Risk Assessment to be paid in 2 Payments as follows:
Deposit of 60% for quoted services
Balance due Net 30 days upon project completion
Other Costs and Expenses. Client shall reimburse the Company for (i) any and all travel- related expenses and reasonable expenses for lodging and meals for Services performed at locations other than the Company's offices, and (ii) for fees and charges for any Third Party Products or other products and services described in a SOW as subject to additional fees or charges.
Mutual Indemnification of Parties. The Client and the Company hereby mutually indemnify and agree to defend and hold harmless each other from and against any claims, suits, judgments, proceedings, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to: (a) the negligent or willful misconduct of the other Party; or (b) the breach of any provision included herein or any duty or obligation to any third party. To obtain such indemnification, the claiming Party must promptly notify the other Party of the liability or claim and give all necessary information, reasonable cooperation, and exclusive authority to evaluate, defend and settle the claim.
Confidentiality. The parties acknowledge that in the course of the Company's rendering the Services, the parties will be exposed and may have access to each other's Confidential Information. The parties shall protect each other's Confidential Information with the same degree of care as they use to protect their own Confidential Information but no less than a reasonable degree of care. Further:
The term "Confidential Information" shall mean all non-public information of either part, whether or not marked as confidential or proprietary, including, without limitation, client lists, client information, supplier lists, financial information, contractual information, logos, designs, pricing information, internal business organization information, marketing, business and expansion plans and all other business documents, notes, records, research and development, intellectual property, technologies, processes, procedures, programs, systems, products and methods of either party, and all written, oral or electronic information concerning any of the preceding.
Confidential Information shall not include any information which (a) was in the public domain at the time it was disclosed, or thereafter enters the public domain through no fault of the party alleged to have violated this section; (b) was available to a party at the time of disclosure to that party, or thereafter becomes known by that party, on a non-confidential basis; (c) information which is independently developed by either party without use of or reference to the other party's Confidential Information; or (d) is disclosed or used by a party with the other party's advance written approval.
In addition, the parties hereby agree that during the Term and at all times after the termination or expiration of this engagement they shall: (i) hold the Confidential Information in trust solely for the benefit and use of the other party; (ii) not directly or indirectly sell, transfer, assign, disclose or divulge Confidential Information to any person or entity without the prior written permission of the disclosing party; and (iii) not directly or indirectly use Confidential Information for any purpose other than the fulfillment of their obligations under this engagement.
Except as otherwise provided herein, upon the expiration or termination of the Risk Assessment engagement, the parties will return all records, files and other documents, or copies thereof, relating to the business operations of the other party and the Confidential Information then in their possession. Cancellation fees, payment of past due invoices and a general release of liability may apply.
Resolution of Conflict. Both parties agree that during the thirty (30) day period after notice is given to the other party of a dispute with regard to these T's & C's, they will use their best efforts to resolve any dispute through good faith negotiations. After this period, except for paragraph 7 above, any dispute arising with regard to these T's & C's which has not been resolved shall be submitted to binding arbitration in the state of the Maryland. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association by a single, mutually agreed independent arbitrator with at least ten years of experience in technology law, to be chosen in accordance with said rules The cost of the arbitration is to be shared equally by the parties, except that each Party shall be responsible for its own attorneys' fees and expenses.