Revised as of 6/10/22
In this Managed Security Agreement NETWORK PEOPLE, INC. will be referred to as “NETWORK PEOPLE” and the customer will be referred to as “COMPANY”. This Agreement may be executed by facsimile, digital signature, and/or in multiple counterparts. Once executed by both parties, this Agreement shall be effective as of the Signing Date.
NETWORK PEOPLE will commence service under the terms of this agreement only after it receives and accepts this Agreement signed by a COMPANY authorized representative.
0.1 Onboarding Phase is required for all new Agreements and in this case is referred to as “Discovery & Security Assessment” and will be scheduled at time of signing. This phase will precede the Managed Security start date. Once onboarding phase is complete, services referenced in the “CISO Consulting” section of the agreement will commence. If service start date does not fall on the 1st of the month, cost of service will be prorated for the month according to actual start date.
COMPANY agrees to pay the recurring charges for Managed Security (if any), as well as the hourly rate for time required beyond the services covered by the agreement. Service charges may not include applicable taxes, shipping charges (if any), or remediation charges, all of which shall be billed in addition to the Service Charges (or billed by third party providers) and shall be the responsibility of the COMPANY to pay in full. Once payment is made on any and all services, there are absolutely no refunds.
1.1. Initial Payment. NETWORK PEOPLE will charge COMPANY for “Discovery & Security Assessment” fees and the cost of any security tools at time of signing. Upon COMPANY acceptance and full execution of this Agreement, this amount will be due in full.
1.2. Remediation. Remediation and Security Incident Remediation. Remediation by NETWORK PEOPLE will be billed hourly after the balance of the monthly retainer is depleted. If remediation is required after hours, then COMPANY will be billed at the afterhours rate. NETWORK PEOPLE will work additional hours upon the COMPANY’s request at the rates detailed under “Security Response and Rates” section. A cyber security insurance policy is required by NETWORK PEOPLE with a minimum of 1 million dollars in coverage or the appropriate level of coverage if more is needed. If COMPANY suffers a cyber security incident, the cyber security insurance is a critical tool to cover expenses for security incident response and remediation, forensics, loss of business, public relations damage, payment in cryptocurrency, negotiations with Threat Actors, and legal advice.
1.3. Recurring Charges. NETWORK PEOPLE will bill COMPANY monthly in advance for services being provided under this Agreement. The stated amount for the monthly fee is due on the first day of the month of which service will be provided. If service start date does not fall on the 1st of the month, cost of service will be prorated for the month according to actual start date and then billed on a normal billing cycle thereafter with the amount due on the first day of the month that service is provided.
1.4. Payment for Services. All Service Charges and other fees will be due in U.S. dollars on the 1st day of every month. If payment for the current month is not received by the 15th of that month, a fee equal to the greater of $35.00 or 5% of that month’s Managed Security Agreement will be assessed and services may be suspended until the late payment is received. Late payments will accrue interest at a rate equal to eighteen percent (18%) annually. If payment is returned to NETWORK PEOPLE with insufficient funds, COMPANY is considered to not to have paid and subject to a returned check charge of $50 and service may be suspended. COMPANY understands that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. COMPANY shall pay any such taxes unless a valid exemption certificate is furnished to NETWORK PEOPLE for the state of use.
1.5. Payment for Work Outside the Scope. COMPANY understands that all services or hardware or software requested by COMPANY that fall outside of the terms of this Agreement will be considered Work Outside the Scope of this Agreement. Any Work Outside the Scope of this Agreement will be billed separately and due upon receipt of services.
1.5.1. Payment for Security Service Work Outside the Scope. Security Management work that is performed within the monthly allocated budget of the Managed Security Agreement retainer is considered In Scope. Any security work that falls outside of the allocated budget of the Managed Security Agreement, or afterhours will be billed at the appropriate rates and due upon receipt of the services.
1.6. Rate. COMPANY understands the rate will change yearly based upon market conditions but will remain “locked in” for the first length of term of the signed agreement. (For example, on an agreement signed in October for a 1-year term, the rate will be “locked in” for that 1 year term and then increase by 5% every year thereafter to compensate for the cost of inflation and annual price increases from our vendors.
2.1. Covered Services. NETWORK PEOPLE will provide service for items listed in the “Monthly Expense Summary” for the benefit of the COMPANY as part of this Agreement.
2.2. Additional Expenses.
2.2.1. Work Outside the Scope. NETWORK PEOPLE may invoice COMPANY for Work Outside the Scope of this Agreement for the rate stated under the COMPANY’S “Security Response and Rates” section. Out of scope work includes but is not excluded to troubleshooting, diagnosing, fixing, configuring of computers, mobile devices, or servers/printers/NOC equipment that is NOT itemized and paid for under the support agreement. In other words, if equipment or services are not covered under the Agreement, equipment or services will not be supported under the agreement.
2.2.2. Travel Time. Travel between NETWORK PEOPLE’s site and the COMPANY site will be subject to an hourly rate as listed under “Service Response and Rates” for any travel.
2.2.3. Meals and Lodging. Daily meals and lodging may be billed to the COMPANY if services require travel of more than 50 miles from the NETWORK PEOPLE headquarters. Amount billed per day for meals and lodging will be charged at the following dollar amounts (standard hotel room near office if engineer needs to stay overnight, per diem of $65 for meals per engineer).
2.3. Service Hours and Rates. All Security services will be handled as part of this Agreement under the “Security Response and Rates” section. All Work Outside the Scope of this Agreement will be billed under the provisions of the “Security Response and Rates.”
2.4. Response Times and Service Levels. NETWORK PEOPLE response time will be handled in accordance with the provisions detailed under the section “Security Response and Rates.”
2.5. Support and Escalation. NETWORK PEOPLE will respond to COMPANY’S Tickets as quickly as possible but not to exceed response times noted in “Security Response and Rates.” Tickets can be opened using the following options:
2.6. Facility Access. NETWORK PEOPLE may need access to the COMPANY facility during normal business hours and may need access afterhours for emergency and afterhours work. Facility access will also include a work area and a meeting area for use during the duration of this Agreement. If business hour access is not granted to NETWORK PEOPLE, COMPANY will not hold NETWORK PEOPLE responsible for any missed deadlines, missed milestone dates, or failure to provide required Managed Security Agreement service functions.
2.7. Change Management Process. The following processes will be followed for any change of scope request: 1. Problem Identification, 2. Delivery of Change Request, 3. Logging of Change Request, 4. Approval and Acceptance, 5. Implementation.
NETWORK PEOPLE does not and cannot control the flow of data to or from the network and other portions of the Internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which COMPANY connections to the Internet (or portions thereof) may be impaired or disrupted. NETWORK PEOPLE cannot guarantee that such situations will not occur and, accordingly, NETWORK PEOPLE disclaims any and all liability resulting from or related to such events.
4.1. Personal Injury. NETWORK PEOPLE will not be liable for any harm or personal injury to COMPANY personnel or COMPANY resulting from any cause, other than NETWORK PEOPLE’S gross negligence or willful misconduct.
4.2. Damage to COMPANY Equipment. NETWORK PEOPLE is not liable for damage to, or loss of any COMPANY Equipment resulting from any cause, other than NETWORK PEOPLE’S gross negligence or willful misconduct and then only in an amount not to exceed the replacement value of the damaged COMPANY Equipment.
4.3. Damage to COMPANY Business. In no event will NETWORK PEOPLE be liable for any incidental, punitive, indirect, or consequential damages (including without limitation any lost revenue or lost profits) or for any loss of technology, loss of data, or interruption or loss of use of Service or any other similar claims by COMPANY or related to COMPANY’S business, even if NETWORK PEOPLE is advised of the possibility of such damages. NETWORK PEOPLE will not be liable for any damages or expenses incurred by COMPANY as a result of any deficiency, error, or defect in NETWORK PEOPLE’S service whether due to equipment, hardware, software, or NETWORK PEOPLE’S failure to correct the same, except in the event of NETWORK PEOPLE’S willful actions and only to the extent that such damages are covered by NETWORK PEOPLE insurance which shall provide the COMPANY a current copy of its insurance declaration page.
4.4. Maximum Liability. Notwithstanding anything to the contrary in this Agreement, NETWORK PEOPLE’S maximum aggregate liability to COMPANY related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid by COMPANY to NETWORK PEOPLE.
Except as specifically set forth herein, the services are provided on an “as is” basis. Network People does not make, and hereby disclaims, any and all other express and implied warranties, including, but not limited, warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage, or trade practice. Network People does not warrant that the services will be uninterrupted, error-free, or completely secure.
6.1. By COMPANY. In no event shall NETWORK PEOPLE be liable for any special, indirect, consequential, or punitive damages to COMPANY or any other party as a result of the performance or non-performance by Network People, Inc. of any services described herein, (Including, without limitation, loss of data, profits, or use of software) whether foreseeable or not, even if Network People, Inc. has been advised of the possibility of such damages. Network People, Inc.’s liability with respect to, arising from, or in connection with this agreement, whether in contract, in tort, or otherwise, is limited to amounts paid by The Company to Network People, Inc., excluding travel and per diem expenses, pursuant to the terms hereof.
6.2. By Network People. If NETWORK PEOPLE’S equipment is located at COMPANY’S office or data center , NETWORK PEOPLE will indemnify, defend and hold harmless COMPANY, its directors, officers, employees, affiliates and companies (collectively, the “Customer Covered Entities”) from and against any and all claims, actions or demands brought against any of the Customer Covered Entities alleging (a) with respect to the COMPANY’S business: (i) infringement or misappropriation of any intellectual property rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; or (iii) spamming or any other offensive, harassing or illegal conduct or violation of the Acceptable Use Guidelines; (b) any loss suffered by, damage to or injury of any other NETWORK PEOPLE’S COMPANY, any other NETWORK PEOPLE’S equipment or any other NETWORK PEOPLE’S representatives, employees or agents, which loss, damage or injury is caused by or otherwise results from acts or omissions NETWORK PEOPLE, its representative(s) or its designees; (c) any personal injury suffered by any NETWORK PEOPLE. personnel arising out of such individual’s activities related to the Services, unless such injury is caused by COMPANYS’ negligence or willful misconduct; or (d) any other damage arising from the NETWORK PEOPLE’S Equipment or NETWORK PEOPLE’S business, (collectively, the “NETWORK PEOPLE Covered Claims”). NETWORK PEOPLE. agrees to reimburse COMPANY for the expense and cost of handling such claims including, without limitation, legal fees.
6.3. Notice Procedure. NETWORK PEOPLE will provide COMPANY with prompt written notice of each COMPANY Covered Claim of which NETWORK PEOPLE becomes aware, and, at NETWORK PEOPLE’S sole option, NETWORK PEOPLE may elect to participate in the defense and settlement of any COMPANY Covered Claim with COMPANYS’ Consent, provided that such participation shall not relieve COMPANY of any of its obligations under this Section 6. COMPANY shall have the right to control the defense of any COMPANY Covered Claim. COMPANY will provide NETWORK PEOPLE with prompt written notice of each NETWORK PEOPLE Covered Claim of which COMPANY becomes aware, and at COMPANY’S sole option, COMPANY may elect to participate in the defense and settlement of NETWORK PEOPLE Covered Claim, provided that such participation shall not relieve NETWORK PEOPLE of any of its obligations under this Section 6. NETWORK PEOPLE shall control the defense of any NETWORK PEOPLE Covered Claim.
6.4. Nonpayment & Cancellation Fee. NETWORK PEOPLE may suspend Service to COMPANY if any amount due hereunder is not paid in full within fifteen (15) days after COMPANY is sent an overdue notice. To reinstate Service, NETWORK PEOPLE will charge a service fee of $500.00. NETWORK PEOPLE may suspend service on this Agreement if any amount due hereunder is not paid in full within thirty (30) days after COMPANY is sent an overdue notice. COMPANY agrees to pay for full amount of the monthly service even if NETWORK PEOPLE suspends service for part of that month due to non-payment. If COMPANY fails to pay any overdue balance, NETWORK PEOPLE will at its discretion hold any equipment owned by COMPANY until fees are paid in full or at its discretion prevent access to services provided.
Both NETWORK PEOPLE and COMPANY agree to NOT poach employees from each other throughout the term of this agreement and any extensions or renewals. If an employee of NETWORK PEOPLE is hired directly by COMPANY as an employee or indirectly by COMPANY as a contractor under any payment arrangement, COMPANY agrees to pay NETWORK PEOPLE the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs. Conversely, if an employee of COMPANY is hired directly by NETWORK PEOPLE as an employee or indirectly by NETWORK PEOPLE as a contractor under any payment arrangement, NETWORK PEOPLE agrees to pay COMPANY the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs. Both companies, however, can make an exception to this clause if the terms of the hiring are agreed upon in writing BEFORE any conversation pertaining to this happens with the employee.
8.1. Cancellation by COMPANY and Early Termination Fee. COMPANY must give NETWORK PEOPLE at least ninety (90) days written notice of any cancellation or termination of services. COMPANY must send an email or fax with Company letterhead to NETWORK PEOPLE fax number located at their website; document must include the COMPANY name, description of services and effective cancellation date. In circumstance where COMPANY chooses to terminate the agreement early, COMPANY agrees to reimburse NETWORK PEOPLE for any and all discounts realized when signing the agreement and agrees to pay 180 days’ worth (6 months) of the monthly agreement rate (calculated based on the average rate paid for services to date on the agreement) as an Early Termination Fee.
8.2. Cancellation by NETWORK PEOPLE. NETWORK PEOPLE reserves the right to terminate COMPANY for any reason which may violate this agreement. NETWORK PEOPLE will provide the COMPANY with ninety (90) days advanced written notice of termination of contract for cause and will allow the COMPANY ninety (90) days to cure any breach. NETWORK PEOPLE also reserves the right to withhold any refunds to COMPANY, NETWORK PEOPLE must give COMPANY at least ninety (90) days advanced written notice of cancellation.
8.3. Bankruptcy. NETWORK PEOPLE may terminate this Agreement upon written notice to COMPANY if COMPANY becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.
8.4. For Other Cause. Except as otherwise stated, either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within ninety (90) days after receipt of written notice of the same.
8.5. Effect of Cancellation or Termination. Upon expiration or termination of this Agreement: (a) NETWORK PEOPLE will cease providing the Services; (b) all of COMPANY payment obligations under this Agreement, including but not limited to monthly Service Fees through the end of the Term will become due in full immediately; and (c) within ninety (90) days, NETWORK PEOPLE will remove all NETWORK PEOPLE Equipment and any other owned property from COMPANYS premises. If COMPANY does not allow NETWORK PEOPLE access to its Equipment within the ninety (90) day period, NETWORK PEOPLE, at its option and at COMPANY expense, may use whatever means necessary to remove the Equipment. NETWORK PEOPLE will return all COMPANY Equipment within the ninety (90) day period. In addition, NETWORK PEOPLE reserves the right to hold any COMPANY Equipment until it has received payment in full.
The Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination, or rescission of this agreement and continue in full force and effect.
COMPANY grants NETWORK PEOPLE authorization to view any files within the regular routine of the repair or system improvement, security work, or as a response to a security incident. COMPANY also authorizes NETWORK PEOPLE to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement, security work, or as a response to a security incident, that is consistent with the standards and practices in the industry.
NETWORK PEOPLE and its agents will not use or disclose COMPANY information, except as necessary to or consistent with providing the contracted services, or in compliance with legal demands, and will protect against unauthorized use. Any request for confidential COMPANY information (except as ordered by court) must be approved by the designated COMPANY security or compliance personnel.
In the event of any dispute between the parties, the parties agree to attempt to resolve the dispute in good-faith through a face-to-face meeting. In the event of any dispute which the parties cannot resolve after face-to-face good-faith discussions, the parties agree to participate in non-binding mediation within fourteen (14) days after demand for mediation by either party, prior to filing any litigation. The non-requesting party will choose the mediator. The costs of the mediation will be shared equally by the parties. If either party files any litigation prior to participating in mediation, then that party will pay all costs incurred, including legal fees, in having the matter dismissed or stayed pending mediation. Parties agree that the forum for any arbitration, mediation, or litigation shall be the Circuit Court of Pinellas County, Florida USA.
In the event that either party must take any action to enforce any term of this Agreement, including payment, each party agrees to pay their own attorneys’ fees and all their own costs, including but not limited to expert witness fees, court and process costs.
This Agreement and the rights, duties, obligations, and liabilities of the parties under this Agreement and all amendments, modifications, authorizations or supplements to this Agreement shall be determined in accordance with the applicable provisions of the laws of the United States of America and of the State of Florida, as applicable to contracts made and to be performed entirely within that state, without reference to its doctrines or principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement and the agreements, instruments, documents and other papers contemplated hereby shall be brought in the United States District Court for the District of Florida, or any state courts for the State of Florida situated in Pinellas County. The parties hereby consent to and agree to submit to the exclusive jurisdiction of such courts and waive and agree not to assert, in any dispute, to the fullest extent permitted by applicable law, any claim that (I) such party is not personally subject to the jurisdiction of such courts, (ii) such party and such party’s property is immune from any legal process issued by such courts, or (iii) any litigation commenced in such courts is brought in an inconvenient forum.
NETWORK PEOPLE is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.