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Company (Client):
[Company Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Company Address]. -
Vendor (Service Provider):
[Vendor Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Vendor Address].
Each party, having the legal capacity to enter into this Agreement, agrees as follows:
1. Purpose and Scope
1.1. This Agreement outlines the security obligations and data protection measures that the Vendor must follow while providing goods or services to the Company.
1.2. The Vendor agrees to protect the Company’s confidential data, systems, and physical assets in accordance with industry security standards and applicable laws.
1.3. This Agreement applies to all personnel, subcontractors, and third-party partners engaged by the Vendor in performing services for the Company.
2. Security Requirements
2.1. Data Security – The Vendor agrees to implement strong cybersecurity measures, including but not limited to:
- Encryption of sensitive data during storage and transmission.
- Access controls to limit data exposure to authorized personnel only.
- Secure authentication methods (e.g., multi-factor authentication).
- Regular security audits and penetration testing.
2.2. Physical Security – The Vendor shall ensure:
- Restricted access to facilities where the Company’s data, equipment, or other assets are stored.
- Proper security measures such as surveillance, badge access, and visitor logs.
- Secure disposal of physical documents and storage devices containing sensitive information.
2.3. Network Security – The Vendor agrees to:
- Use firewalls, anti-malware software, and intrusion detection systems.
- Regularly update software to protect against vulnerabilities.
- Notify the Company immediately of any detected network breaches or threats.
2.4. Employee Training and Access Management – The Vendor shall:
- Conduct regular security awareness training for employees.
- Implement policies to restrict access to Company data based on job roles.
- Maintain an updated list of employees with access to sensitive systems.
3. Confidentiality and Data Protection
3.1. The Vendor agrees to keep all confidential information received from the Company strictly private and secure.
3.2. The Vendor shall not:
- Use, share, or disclose confidential data for any purpose other than fulfilling contractual obligations.
- Store, process, or transfer data outside of approved locations without prior written consent.
3.3. The Vendor shall comply with applicable data protection regulations, including:
- General Data Protection Regulation (GDPR) (if applicable).
- California Consumer Privacy Act (CCPA) (if applicable).
- Health Insurance Portability and Accountability Act (HIPAA) (if applicable).
4. Security Breach Notification and Incident Response
4.1. In the event of a security breach, the Vendor must:
- Notify the Company immediately, but no later than [X] hours after discovery.
- Provide details on the nature and scope of the breach, along with affected data.
- Implement remediation actions to contain and prevent further damage.
- Cooperate with the Company’s investigation and reporting obligations.
4.2. The Vendor shall maintain an incident response plan that outlines:
- Procedures for detecting and responding to security breaches.
- Steps for notifying affected parties and regulatory authorities.
- Corrective actions to mitigate future risks.
5. Compliance and Audit Rights
5.1. The Vendor agrees to comply with all applicable federal, state, and industry security regulations.
5.2. The Company reserves the right to conduct periodic security audits of the Vendor’s systems, facilities, and processes to ensure compliance.
5.3. The Vendor must provide audit reports, security certifications, and documentation upon request.
5.4. Non-compliance with security requirements may result in penalties, termination of services, or legal action.
6. Liability and Indemnification
6.1. The Vendor agrees to indemnify, defend, and hold harmless the Company against any claims, damages, or liabilities resulting from:
- Security breaches caused by the Vendor’s negligence or non-compliance.
- Unauthorized use or disclosure of confidential data.
- Loss or damage to Company property under the Vendor’s control.
6.2. The Company shall not be liable for any indirect, incidental, or consequential damages resulting from a security breach unless caused by gross negligence.
7. Term and Termination
7.1. This Agreement shall be effective as of [Start Date] and remain in effect for [X] years/months, unless terminated earlier as provided herein.
7.2. Either party may terminate this Agreement:
- For cause – If the other party breaches any security provisions and fails to remedy the breach within [X] days after written notice.
- For convenience – By providing at least [X] days’ written notice to the other party.
7.3. Upon termination:
- The Vendor must return or securely destroy all Company data, as instructed.
- The Vendor must provide a written certification of data deletion.
8. Governing Law and Dispute Resolution
8.1. This Agreement shall be governed by and construed in accordance with the laws of the state of [State].
8.2. Any disputes arising under this Agreement shall be resolved through:
- Negotiation between the parties.
- Binding arbitration in [City, State], under the rules of the American Arbitration Association (AAA), if negotiation fails.
- Litigation in the courts of [State], if arbitration is unsuccessful.
9. Miscellaneous Provisions
9.1. Amendments – Any modifications to this Agreement must be in writing and signed by both parties.
9.2. Severability – If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.
9.3. Waiver – Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
9.4. Entire Agreement – This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements regarding vendor security obligations.
10. Notices
All notices under this Agreement shall be in writing and sent via certified mail, email, or in person to the following addresses:
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Company (Client):
[Company Name]
[Company Address]
[Email Address] -
Vendor (Service Provider):
[Vendor Name]
[Vendor Address]
[Email Address]
11. Signatures
IN WITNESS WHEREOF, the parties have executed this Vendor Security Agreement as of the date first written above.
Company (Client):
By: ___________________________
Title: __________________________
Date: __________________________
Vendor (Service Provider):
By: ___________________________
Title: __________________________
Date: __________________________