Master Services Agreement

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• ▸"Agreement" means this Master Services Agreement, together with any Statement of Work executed hereunder.
• ▸"Services" means the cybersecurity consulting, advisory, implementation, or managed services described in the applicable Statement of Work.
• ▸"Statement of Work" or "SOW" means a written document executed by both parties describing the scope, deliverables, timeline, and fees for a specific engagement.
• ▸"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• ▸"Deliverables" means the work product, reports, assessments, documentation, or other materials produced by Bliss Cyber under a Statement of Work.

2. Services and Statements of Work

Bliss Cyber will provide Services as described in one or more Statements of Work agreed upon in writing by both parties. Each SOW is incorporated into and governed by this Agreement.

Changes to the scope of a Statement of Work must be agreed in writing by both parties. Bliss Cyber may decline requests that fall outside an agreed scope until a change order or new SOW is executed.

Client responsibilities, access requirements, and dependencies necessary for Bliss Cyber to deliver the Services will be identified in the applicable SOW. Delays caused by the Client's failure to fulfill those responsibilities may affect timelines and fees.

3. Fees and Payment

Fees for Services are set forth in the applicable Statement of Work. Unless otherwise specified:

• ▸Invoices are due within thirty (30) days of the invoice date.
• ▸Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• ▸Bliss Cyber may suspend Services if payment is materially overdue and the Client has not cured the default within ten (10) business days of written notice.
• ▸Fees are exclusive of applicable taxes, which are the Client's responsibility unless Bliss Cyber is required by law to collect and remit them.

Expenses reasonably incurred in connection with the Services (e.g., travel, approved tools) will be reimbursed by the Client at cost unless otherwise agreed in the SOW.

4. Confidentiality

Each party agrees to hold the other party's Confidential Information in confidence, use it only for the purposes of this Agreement, and not disclose it to third parties without prior written consent, except:

• ▸To employees, contractors, or advisors who need to know and are bound by equivalent confidentiality obligations.
• ▸As required by law, regulation, or court order, provided that the disclosing party gives the other party reasonable advance notice where permitted.
• ▸To the extent the information becomes publicly available through no fault of the receiving party.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.

5. Intellectual Property

Unless otherwise specified in a Statement of Work:

• ▸Bliss Cyber retains ownership of all methodologies, tools, frameworks, templates, and pre-existing intellectual property used to deliver Services.
• ▸Upon receipt of full payment, Bliss Cyber grants Client a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes.
• ▸Client retains ownership of all data, systems, and materials it provides to Bliss Cyber for the purpose of the engagement.

Client may not resell, sublicense, or distribute Deliverables without Bliss Cyber's prior written consent.

6. Data Handling and Security

Bliss Cyber will implement reasonable technical and administrative safeguards to protect Client information accessed during the engagement. Access to Client systems and data will be limited to personnel who need it to perform the Services.

Where the engagement involves access to personal data subject to applicable privacy laws, the parties will agree on appropriate data processing terms in the SOW or a separate addendum.

Client is responsible for ensuring that any access provided to Bliss Cyber is properly authorized under applicable law, policy, and third-party agreements.

7. Representations and Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) its performance under this Agreement will not violate any applicable law or any third-party obligation; and (c) it will comply with all applicable laws and regulations in connection with this Agreement.

Bliss Cyber represents that Services will be performed in a professional manner consistent with industry standards. Bliss Cyber does not warrant that the Services will identify all vulnerabilities, risks, or compliance gaps, or that the Client's environment will be free from security incidents following the engagement.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, BLISS CYBER PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, punitive, or similar damages, including lost profits or loss of data, arising out of or related to this Agreement, even if advised of the possibility of such damages.

Bliss Cyber's aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by Client under the applicable Statement of Work during the twelve (12) months immediately preceding the event giving rise to the claim.

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and contractors from and against third-party claims, damages, and costs arising out of:

• ▸The indemnifying party's material breach of this Agreement.
• ▸The indemnifying party's gross negligence or willful misconduct.
• ▸The Client's use of Deliverables in a manner not authorized by this Agreement.

The indemnified party will promptly notify the indemnifying party of any claim and cooperate reasonably in the defense.

10. Term and Termination

This Agreement begins on the date both parties have executed it and continues until terminated. Either party may terminate this Agreement or any Statement of Work:

• ▸For convenience, upon thirty (30) days' written notice.
• ▸For cause, immediately upon written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after receiving written notice of the breach.

Upon termination, Client will pay for all Services performed and expenses incurred through the effective date of termination. Sections covering Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law survive termination.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement that cannot be resolved by good-faith negotiation between the parties may be brought in the applicable state or federal courts located in Escambia County, Florida. Both parties consent to exclusive jurisdiction and venue in those courts.

The prevailing party in any legal action to enforce this Agreement will be entitled to recover its reasonable attorneys' fees and costs.

12. General Provisions

• ▸Entire Agreement: This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the parties and supersedes all prior discussions and agreements regarding its subject matter.
• ▸Amendments: This Agreement may only be amended by a written document signed by authorized representatives of both parties.
• ▸Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force.
• ▸Waiver: Failure by either party to enforce any provision will not constitute a waiver of future enforcement rights.
• ▸Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
• ▸Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Bliss Cyber may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.
• ▸Notices: Notices must be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses specified in the applicable SOW.

Contact Us

Questions about this Master Services Agreement can be sent to contact@blisscyber.com.