PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS SERVICES AGREEMENT AS PART OF AN EXECUTED WORK DOCUMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CLIENT” OR “YOU”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND THE CLIENT TO THIS AGREEMENT. THIS SERVICES AGREEMENT IS BINDING AS OF THE DATE CLIENT EXECUTES THE APPLICABLE WORK DOCUMENT OR STATEMENT OF WORK.

  1. Term and Termination. These Services Agreement Terms (the “Services Agreement”) shall begin on the Effective Date of the applicable Statement of Work (“SOW”) and continue in full force and effect until otherwise terminated as set forth in the SOW (the “Term”).
  2. Representations, Warranties, and Limitation of Liability. Layer 8 Security (“Company”) and Client (individually “Party”, collectively the “Parties”) represents to the other that such Party has the power and authority to enter into this Services Agreement and that to the best of each Party’s knowledge and belief, such Party is not a party to any restrictions, agreements or understandings whatsoever which would prevent or make unlawful such Party’s acceptance of the terms set forth in this Services Agreement or such Party’s performance hereunder. Each Party further represents that to the best of each Party’s knowledge and belief, such Party’s acceptance of the terms of this Services Agreement and the performance of such Party’s obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract, agreement or understanding, oral or written, to which such Party is a party or by which such Party is bound.

    THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY PROJECT, INCLUDING, BUT NOT LIMITED TO, AN IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PERFORMANCE OF WORK IS NO GUARANTEE THAT CLIENT’S SYSTEMS ARE SECURE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF A CLAIM FOR THE SERVICES EXCEED CLIENT’S PAYMENTS FOR ANY APPLICABLE SOW UNDER THIS SERVICES AGREEMENT DURING THE PRIOR 12 MONTHS. IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS SERVICES AGREEMENT.

  3. Payment Terms. Layer 8 Security will invoice Client electronically based upon the specified Services, as set forth in the applicable SOW. Unless otherwise specified in a signed SOW, all invoices are payable within 30 days of invoice issuance (“Invoice Date”). Client shall pay all invoices within 60 days of Invoice Date; thereafter unpaid balances which are not the basis of a good faith dispute shall accrue interest at a rate of 1.5% per month. Payments will be credited first to past due payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.
  4. Confidentiality. The confidential information to be disclosed under this Agreement (“Confidential Information”) includes:
    1. Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, documents, forms, outputs, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
    2. In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.
  5. The Parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The Parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants, and others who are permitted access to or use of the Confidential Information.
  6. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving Party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or (e) is independently developed.
  7. Miscellaneous.

    Insurance.     Layer 8 Security shall secure and maintain at all times during the term of this Services Agreement, and also at its sole cost and expense: (i) workers’ compensation insurance in the amount required by applicable law; (ii) commercial general liability insurance including coverages for products liability, property damage and personal injury in the minimum amount of One Million Dollars ($1,000,000 USD) per occurrence and Two Million Dollars ($2,000,000 USD) in the aggregate; (iii) Tech E&O & Cyber in the general aggregate of Three Million Dollars ($3,000,000 USD); and (iv) umbrella liability insurance with a minimum limit of Two Million Dollars ($2,000,000 USD). Upon request by Client, Layer 8 Security shall provide certificate(s) of insurance to Client evidencing the insurance coverage and policy limits outlined above.

    Third Party Services and Products.     Layer 8 Security may utilize commercially reasonable third-party software, platforms, tools, and services, including security management, monitoring, compliance, reporting, and administration platforms, to deliver the services under its SOWs. Such platforms may include tools used to manage Microsoft 365, endpoint security, identity security, compliance, and related cybersecurity functions. Client acknowledges and agrees Layer 8 Security may implement, configure, and operate such third-party tools as part of these services. Client shall provide all access, permissions, licenses, and administrative rights reasonably necessary for Layer 8 Security and its authorized service providers to deploy, configure, and operate the applicable platforms and services. Certain components of these services may be dependent upon third-party software or cloud services. Layer 8 Security does not warrant the availability or performance of any third-party products except to the extent expressly provided by the applicable third-party provider.

    Survival.     All provisions shall survive the expiration or earlier termination of this Services Agreement for any reason and shall be binding upon the Parties’ respective successors, assigns, heirs, executives, administrators, and other legal representatives.

    Non-Solicitation.     Client shall not directly or indirectly solicit, attempt to employ or retain, employ or retain any Layer 8 Security employee and/or representative who is familiar with Client as a result of providing Client with Services, and/or take any other action to induce any person to leave the employ of Layer 8 Security, during the term of this Services Agreement and for a period of one (1) year following termination of this Services Agreement. It is agreed that a breach of this provision will cause Layer 8 Security to be injured in an amount not easily ascertainable and, therefore, the Parties agree that, for each breach, Client shall immediately pay Layer 8 Security a placement fee equal to the individual’s first full year of compensation starting from their first day of hire. Nothing herein shall be construed as an attempt by either Party to restrain the trade or occupation of any individual.

    Travel Expenses.     For any SOW that requires travel, Client shall reimburse Layer 8 Security for traveling, lodging, and incidental expenses incurred, pursuant to the services under the applicable SOW. Layer 8 Security shall advise Client of the expense plan prior to beginning of travel.

    Aggregate/Anonymous Data.     Aggregate/Anonymous Data means: (i) data generated by aggregating Client data with other data so that results are non-personally identifiable, and (ii) learnings, logs and data obtained by Company in connection with its provision of Services. Client agrees that Company may generate Aggregate/Anonymous Data, and notwithstanding anything to the contrary herein, the Parties agree that Company may use Aggregate/Anonymous Data for its internal business purposes, to improve services, and to deliver enhanced services, during or after the term of the SOW.

    Liquidated Damages.     Should Client wish to cancel a SOW after execution but prior to engagement commencement, Client agrees to pay Layer 8 Security up to a 10% liquidated damages compensatory charge to terminate.

    Force Majeure.     Except as otherwise herein provided, neither Party shall be liable or deemed in default for failure to perform any duty or obligation that such Party may have under this Services Agreement where such failure has been occasioned by an act of God, fire, strike, inevitable accidents, war, terrorism, or any other cause outside the reasonable control of such Party and occurring without its fault or negligence, provided that the Party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance.

    Waiver.     None of the terms of this Services Agreement may be waived except by an express agreement in writing signed by authorized representatives of the Party against whom enforcement of such waiver is sought. The failure or delay of either Party in enforcing any of its rights under this Services Agreement shall not be deemed a continuing waiver of such rights.

    Entire Agreement, Amendments.     This Services Agreement and the SOWs constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties (whether written or oral) relating to such subject matter. This Services Agreement may not be released, discharged, amended, or modified in any manner except by an instrument in writing signed by authorized representatives of both Parties.

    Severability.     If any provision of this Services Agreement is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the Parties hereto, it shall be stricken and the remainder of this Services Agreement shall remain in full force and effect.

    Assignment.     This Services Agreement is a personal service contract and may not be assigned by either Party without the prior written consent of the other Party; provided, however, that either Party may assign this Services Agreement without the other Party’s consent in connection with the sale of all or substantially all of such Party’s capital stock or assets.

    Governing Law; Jurisdiction.     This Services Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to conflicts of law principles. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE COMMONWEALTH OF PENNSYLVANIA FOR THE PURPOSES OF ANY PROCEEDINGS ARISING OUT OF THIS SERVICES AGREEMENT.