THIS CYBER POP-UP CLIENT PROJECT AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN YOU (“CLIENT”) AND CYBER POP-UP (“SERVICE PROVIDER”), INDIVIDUALLY THE “PARTY” AND COLLECTIVELY “THE PARTIES”. FOR THE FOLLOWING PROJECT, THE PARTIES AGREE TO THE FOLLOWING AS SET FORTH BELOW, AND INCORPORATES BY REFERENCE THE TERMS OF SERVICE.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider agree as follows:
1. BACKGROUND
a. The Client is defined as the party requesting a project from Cyber Pop-up (“Client”).
b. The Client is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide cyber security consulting services to the Client.
c. The Service Provider is defined as the party providing cyber security consulting services, which may include assigning an Independent Contractor who provides cyber security consulting services to the Client (“Consultant”) per the terms of this Agreement (“Service Provider”).
d. The Service Provider is agreeable to providing such cyber security consulting services to the Client on the terms and conditions set forth in this Agreement.
2. SERVICES PROVIDED
a. The Client hereby agrees to engage the Service Provider to supply the Client with the following cyber security consulting services (the "Services"):
b. Services will include analyzing Client’s cyber security needs and current business obstacles as requested, identifying short-term projects required, and supporting delivery of those projects through the Cyber Pop-up network of third-party sub-contractors in the form of crowd-sourced cyber security practitioners (“Independent Contractors").
c. For any projects completed under Services, the Client must review and agree to the “Project Description”, “Project Goals”, and “What To Expect” sections in the application. The Services will also include any other consulting tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Client.
d. Project costs are contingent upon the Client’s chosen and purchased membership type and subscription tier; “Explorer” tier projects shall be billed on a pay-as-you-go-basis, “Member” tier projects are eligible for a discount of up to fifteen percent on projects, “Enterprise” tier projects will be individually tailored and custom priced.
3. TERM OF AGREEMENT; TERMINATION
a. The term of this Agreement (the “Term”) will begin on the date the Service is requested by the Client and will remain in full force and effect indefinitely until this Agreement is terminated by either Party for any reason.
b. In the event that either Party breaches a material provision under this Agreement, the non-breaching Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages, if any, resulting from the breach.
c. Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.
4. PERFORMANCE
a. The parties agree to do everything necessary to satisfy the terms of this Agreement.
5. CURRENCY
a. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
6. COMPENSATION
a. The Service Provider will charge the Client for the Services as follows (the “Compensation"):
b. Services are paid for directly to Cyber Pop-up, by the Client.
c. Clients are required to purchase Project Credits (“Credits”) in advance of any Services completed on the project. Upon project completion, Credits will be deducted from Client's balance as payment for Services, at a rate mutually agreed upon, in writing, by the Parties prior to Service start and in conjunction with the Subscription Tier purchased by the Client.
d. Current pricing of Project Credits can be found on cyberpopup.com.
7. REIMBURSEMENT OF EXPENSES
9. CONFIDENTIALITY
a. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information
b. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
c. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
d. We may share your information in the following ways.
e. All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.
10. SERVICE PROVIDER ACCESS TO CLIENT IT SYSTEMS
During the provision of services outlined in the scope of the Agreement, it may be necessary for Service Provider to access the Client's IT system to perform software set-up and updates, configuration adjustments, troubleshooting, security assessments, data backups, system maintenance, performance optimizations, user account management, license management, hardware diagnostics, network monitoring, and any other tasks deemed essential for ensuring the smooth functioning and security if the IT infrastructure in accordance with the terms of the Agreement. In such instances, the Client agrees to indemnify, defend, and hold Cyber Pop-Up and Service Provider harmless from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses, including reasonable attorney fees, arising out of or related to:
The Client acknowledges that the access provided to Cyber Pop-Up and Service Provider for software updates is essential for the proper execution of the services outlined in the Agreement. Therefore, the Client assumes full responsibility for any consequences or liabilities arising from such access and agrees to indemnify Cyber Pop-Up and Service Provider accordingly.
11. DAMAGES
The Client acknowledges that Cyber Pop-Up and Service Provider shall not be held liable for any consequential, indirect, or incidental damages arising out of or in connection with the Agreement.
These damages may include, but are not limited to:
Loss of Profits: The Client understands and agrees that Cyber Pop-Up and Service Provider shall not be responsible for any loss of profits incurred by the Client as a result of the Agreement. This includes any financial losses suffered due to business interruptions, changes in market conditions, or other factors beyond the control of Cyber Pop-Up and Service Provider.
Loss of Business Opportunities: The Client acknowledges that Cyber Pop-Up and Service Provider shall not be liable for any missed business opportunities or potential revenue streams that may have been foregone due to the Agreement. This includes any opportunities that may have arisen or been lost during the course of the contractual relationship.
Loss of Data: The Client understands that Cyber Pop-Up and Service Provider cannot guarantee the absolute security or integrity of data transmitted or stored as part of the services provided under the Agreement. Therefore, Cyber Pop-Up and Service Provider shall not be held liable for any loss or corruption of data, including but not limited to data breaches, data loss due to technical failures, or unauthorized access by third parties.
The Client acknowledges that these limitations on liability are reasonable and necessary to protect Cyber Pop-Up and Service Provider from undue financial risk. By entering into the Agreement, the Client agrees to waive any claims for consequential, indirect, or incidental damages against Cyber Pop-Up and Service Provider, to the fullest extent permitted by law.
10. OWNERSHIP OF INTELLECTUAL PROPERTY
b. The Service Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Party at fault will be responsible for any damages resulting from the unauthorized use of the Intellectual Property.
11. RETURN OF PROPERTY
a. Upon the expiration or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records or Confidential information which is the property of the Client.
12. CAPACITY/INDEPENDENT CONTRACTOR
a. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.
13. RIGHT OF SUBSTITUTION
a. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage other Independent Contractors to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
b. In the event that the Consultant engages an Independent Contractor:
i. The Consultant will pay the Independent Contractor for its services, as required, and the Compensation will remain payable by the Client to the Service Provider.
ii. For the purposes of the indemnification clause of this Agreement, the Independent Contractor is an agent of the Consultant.
14. AUTONOMY
a. Except as otherwise provided in this Agreement, the Independent Contractor will have full control over working time, methods, and decision making in relation the Services provision in accordance with the Agreement. The Independent Contractor will work autonomously and not at the direction of the Client. However, the Independent Contractor will be responsive to the reasonable needs and concerns of the Client.
15. EQUIPMENT
a. Except as otherwise provided in this Agreement, the Client will provide at the Client’s own expense, any and all specialized equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
16. NO EXCLUSIVITY
a. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
17. INDEMNIFICATION/LIMIT OF LIABILITY
a. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
b. The Party requiring protection against any claim or damages that they may suffer while participating in the activity is the (“Indemnified Party"). The Party who promises to reimburse the Indemnified Party for any claim or damages that the Indemnified Party may suffer while participating in the activity is the (“Indemnifying Party").
c. The Parties will not be entitled to indemnification for any expenses, judgments, fines, settlements and other amounts incurred as the result of their own participation in an activity where:
i. In the case of a civil claim, the Party did not act in good faith and in a reasonable manner; the actions or conduct of the Party constituted willful misconduct or was knowingly fraudulent or deliberately dishonest; the Indemnified Party will or has received payment under their insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except where payment under this insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Party in which case the Indemnifying Party will be responsible for any shortfall in payment received, with a liability limitation of one million dollars; or an action or proceeding was initiated in whole or in part by the Indemnified Party whether alone or along with one or more other claimants unless the action or proceeding has the written consent of the Indemnifying Party. The Service Provider and/or Consultant’s liability to Client shall not exceed one million dollars.
18. NOTICE
a. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following e-mail addresses:
b. Cyber Pop-up Client
The email address submitted with the Service request.
c. Cyber Pop-up
d. or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, or (d) the time that the e-mail is sent.
19. TIME OF THE ESSENCE
a. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
20. MODIFICATION
a. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees.
21. FORCE MAJUERE
a. In the event either party is unable to perform its obligations under the terms of this Agreement because of natural disasters strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
22. ENTIRE AGREEMENT
a. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
23. ENUREMENT
a. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
24. TITLES/HEADINGS
a. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
25. GENDER
a. Words in the singular mean and include the plural and vice versa. Words in the masculine form encompass and include the feminine form, and vice versa.
26. GOVERNING LAW
a. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.
27. SEVERABILITY
a. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
28. WAIVER
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CONSULTANT CLIENT
Cyber Pop-Up
Authorized Signature
Print Name and Title
