These terms govern the professional security services Maverick Security provides, and are incorporated by reference into every Statement of Work we execute.
These Standard Terms and Conditions ("Terms") govern the professional security services provided by Maverick Security, LLC ("Maverick") to the client identified in the applicable Statement of Work ("Client"). These Terms are incorporated by reference into each Statement of Work executed between the parties. Capitalized terms not defined here have the meanings given to them in the applicable Statement of Work.
Each party shall retain in confidence all information and know-how disclosed pursuant to this Agreement, whether oral or in writing, that is either designated as proprietary and/or confidential or, by the nature of the circumstances surrounding disclosure, should in good faith be treated as proprietary and/or confidential ("Confidential Information"), provided that the parties may disclose Confidential Information on a need-to-know basis to their employees and consultants who agree in writing to be bound by these non-disclosure obligations.
Maverick acknowledges that the deliverables and their contents shall be considered the Confidential Information of the Client. All information regarding the Client network, computer systems, passwords, and security learned by Maverick in performing the services hereunder shall be deemed Client Confidential Information.
Each party shall use at least the same degree of care in safeguarding the Confidential Information as it uses in safeguarding its own information of a similar nature, subject to a minimum standard of reasonable diligence and protection. The parties' obligations of non-disclosure shall not apply to Confidential Information which the receiving party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) was or becomes available on a non-confidential basis from a third party not bound by confidentiality obligations; (iii) was independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law, provided prompt written notice is given to allow the disclosing party to seek a protective order.
Termination or expiration of this Agreement shall not affect any rights of either party arising out of any event or occurrence prior to termination, including any obligation of the Client to pay any amount which became due and payable prior to expiration or termination.
Maverick Security warrants that the services outlined in this Agreement will be provided in accordance with reasonable care and skill reflecting the Information Security industry and applicable laws. The Client shall provide Maverick with written notice of any alleged breach of the foregoing warranty by completion of the services.
Upon confirmation of such alleged breach, Maverick shall correct the deficient services at no additional cost to the Client. Maverick makes no warranty that the services will detect every vulnerability in the Client environment, or that results will be error-free or complete.
MAVERICK SECURITY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Retests are available within 90 days of the initial assessment delivery and involve validating that remediation efforts were successful, with the final report updated accordingly. After 90 days, a change order is required to schedule a retest due to resource constraints.
Maverick Security retains all right, title, and interest in and to all intellectual property (excluding Client Confidential Information) that led to or produced the results of the services, including techniques, methodologies, tools, software, and processes. Maverick grants the Client an irrevocable, non-exclusive, royalty-free limited license to use the deliverables for their intended purpose.
Except as otherwise specified herein, the Client owns the copyright in the deliverables. If any deliverable is not deemed a work made for hire, Maverick hereby assigns all copyrights in such deliverable to the Client.
Except to the extent caused by negligent acts, errors, omissions, or willful misconduct of the indemnified party, each party shall indemnify and hold harmless the other party and its directors, officers, and employees from and against all third-party claims, actions, damages, obligations, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (1) death or bodily injury or (2) loss of or damage to real property resulting from any negligent act or willful misconduct of Maverick Security.
Except as a result of a party's gross negligence, willful misconduct, or breach of confidentiality obligations in Section 1, neither party shall have liability for any punitive, exemplary, special, consequential, incidental, or indirect damages, including lost profits, lost data, lost revenues, or loss of business opportunity, whether or not the other party was aware of the possibility of such damages.
Neither party shall, without the other party's prior written consent, issue any announcement, news release, or other public statement regarding this Agreement or its terms. Nothing herein grants either party the right to use the other party's trademarks, trade names, or logos.
Maverick agrees to maintain commercial general liability insurance with a combined single limit of not less than $1 million per occurrence and an aggregate limit of not less than $2 million. Maverick also agrees to maintain excess umbrella liability coverage of at least $2 million. The Client may require certificates of insurance at any time.
Maverick shall not assign this Agreement without the prior written consent of the Client. The Client may assign this Agreement upon written notice to Maverick.
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings. No modifications will be binding unless set forth in a writing signed by both parties.
No waiver of any portion of this Agreement will be effective unless in writing signed by the waiving party.
Any notice required under this Agreement shall be in writing and deemed given (a) when delivered personally, (b) on the next business day after delivery to an overnight courier, or (c) on the third business day after deposit in U.S. mail (certified or registered, return receipt requested).
This Agreement shall be construed and governed according to the laws of the State of Maryland.
The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employer/employee relationship.
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain binding and enforceable.