UPDATED: 01/20/25
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1. DEFINITIONS.
(a) “Client” means the client named in this SOW. 
(b) “Confidential Information” means information that is identified or reasonably understood to be confidential or proprietary, including but not limited to any and all financial, technical, legal, marketing, network and/or other business information, know-how, plans, records, files, file layouts, manuals, documentation or data (including but not limited to computer programs, code systems, applications, analyses, passwords, procedures, methodologies, output, software sales, customer information, personal individual information, and list compilations). All information communicated during the course of this SOW, whether written or oral, shall be assumed confidential even if it is not specifically noted as such at the time of the disclosure.
(c) “Deliverable(s)” means the materials specified as deliverables pursuant to this SOW. 
(d) “Aetas Security” means Aetas Security, Inc.
(e) “Aetas Security’s Intellectual Property” means the intellectual property (excluding Client’s Confidential Information) that led to or produced the results of the Services, including but not limited to ideas, know-how, techniques, methodologies, designs, inventions, improvements, processes, computer programs, software, source code, object code, graphics, pictorial representations, user interfaces, functional specifications, reports, spreadsheets, presentations and analyses and all rights relating to the foregoing.
(f) “Services” means the services to be performed by Aetas Security pursuant to this SOW.
(g) “SOW” means this statement of work.
2. CONFIDENTIALITY. 
(a) Use and Care. Confidential Information provided under this SOW by the disclosing party to the receiving party shall be used only (i) for the purpose for which it was provided, and (ii) by those employees and representatives of the receiving party with a “need to know” and an obligation to protect. Any use or disclosure that is not expressly provided for in this SOW is prohibited. The receiving party shall use the same degree of care to avoid disclosure or use of the disclosing party’s Confidential Information as it employs with respect to its own Confidential Information, and in any event shall take all precautions that are reasonably necessary to protect the security of the disclosing party’s Confidential Information.
(b) Exclusions. Information shall not be deemed Confidential Information if the receiving party can show that the information (i) is previously known or in the possession of the receiving party prior to the date of this SOW, (ii) is or subsequently becomes part of the public domain through no fault of the receiving party, (iii) is subsequently disclosed by a third party not under any confidentiality obligation to the disclosing party, (iv) is developed independently by the receiving party without reliance on the disclosing party’s Confidential Information, (v) is otherwise approved for use or disclosure by written authorization from the disclosing party, or (vi) is required to be disclosed pursuant to a valid order by a court or other governmental entity with jurisdiction, provided that the receiving party provides the disclosing party with prompt written notice of such order (prior to any scheduled disclosure) in order to permit the disclosing party to challenge such disclosure or obtain a protective order at the disclosing party’s expense. The receiving party shall have the burden of proof with respect to any claimed exception to the obligations of confidentiality.
3. WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS.
(a) Services Warranty. Aetas Security warrants that it shall perform the Services in accordance with the prevailing standard of care, skill and diligence exercised by consultants in the Information Security industry and all applicable laws.
(b) Remedy. Client shall provide Aetas Security with written notice and details of any alleged breach of the foregoing warranty upon completion of the Services. Upon Aetas Security’s confirmation of such alleged breach of warranty, Aetas Security shall correct the deficient Services at no additional cost to Client.
(c) Disclaimer. Aetas Security makes no warranty that the Services will be error-free, free from interruption or failure, or secure from unauthorized access, or that the Services will detect every vulnerability to Client’s network, or that the results generated by the Services will be accurate or complete. The Services may become unavailable due to multiple factors including but not limited to, scheduled or unscheduled maintenance, technical failure of the software, the telecommunications infrastructure, or interruption in the Internet. AETAS 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. 
4. OWNERSHIP.
(a) Aetas Security’s Intellectual Property. Aetas Security retains all right, title and interest in and to Aetas Security’s Intellectual Property. To the extent Aetas Security’s Intellectual Property is incorporated into any Deliverable, Aetas Security grants Client an irrevocable, nonexclusive, royalty-free limited license to use Aetas Security’s Intellectual Property to the extent necessary to use such Deliverable for its intended purpose. Client agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this section.
(b) Deliverables. Except as otherwise specified in this SOW, Client owns the copyright in the Deliverables and each such Deliverable shall constitute a “work made for hire” (as defined in 17 U.S.C. § 101). If any such Deliverable is not deemed to be a “work made for hire,” Aetas Security hereby assigns the ownership of all copyrights in such Deliverable to Client and shall give Client all assistance reasonably required to perfect such ownership. 
5. INDEMNIFICATION. Except to the extent caused by the negligent acts, errors or omissions or willful misconduct of the indemnified party, each party shall indemnify, defend and hold harmless the other party, its affiliates and their respective officers, directors, employees and agents from and against third party claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by the indemnified party, to the extent arising from (i) any negligent act, error or omission or willful misconduct of the indemnifying party under or related to this SOW which results in death or bodily injury or physical damage to or loss or destruction of any real or tangible personal property, or (ii) the indemnifying party’s breach of its confidentiality obligations hereunder.
6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOW OR OTHERWISE FOR ANY (I) DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR (II) CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY ARISING OUT OF, OR CONNECTED WITH THIS SOW SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY THE OTHER PARTY, PROVIDED, HOWEVER, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS SOW SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO GUIDEPOINT HEREUNDER.
7. MISCELLANEOUS.
(a) No Publicity. Neither party shall, without the other party’s written consent, issue any announcement, news release, denial or confirmation of this SOW or in any other manner advertise or publish this SOW or its terms and conditions. Nothing in this SOW is intended to imply that either party will agree to any publicity whatsoever. A party may, in its sole discretion, withhold consent to any publicity. In addition, nothing in this SOW grants a party the right to use any trademarks, trade names or logos proprietary to the other party.
(b) Equal Opportunity Employer. The Equal Employment Opportunity Clause required under Executive Order 11246, the affirmative action commitment for disabled veterans and veterans of the Vietnam era, set forth in 41 CFR 60-250.4, the affirmative action clause for handicapped workers, set forth in 41 CFR 60-741.4, and the related regulations of the Secretary of Labor, 41 CFR Chapter 60, are incorporated by reference in this SOW. By submitting this SOW, Aetas Security certifies that it complies with the authorities cited above, and that it does not maintain segregated facilities or permit its employees to perform services at locations where segregated facilities are maintained, as required by 41 CFR 60-1.8.
(c) Non-Solicitation of Employees. Client acknowledges that Aetas Security’s business is dependent upon being able to attract, train and keep qualified persons and adequately utilize employees. During the term of this SOW and for a period of one (1) year thereafter, Client shall not solicit, hire, or attempt to hire any of Aetas Security’s employees (as an employee or independent contractor) without the prior written consent of Aetas Security.
(d) Dispute Resolution.  In the event of any dispute arising out of or relating to this SOW, the parties agree to attempt in good faith to resolve the dispute first through negotiations between the parties’ senior executives. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written request to negotiate, the parties shall attempt to resolve the dispute by mediation with a neutral third-party mediator acceptable to both parties. Any mediation expenses shall be shared equally by the parties. If, following or during such mediation, either party elects to pursue any available legal remedy for the dispute via suit, the prevailing party shall be entitled to recover from the non-prevailing party any and all costs and expenses incurred by the prevailing party, including but not limited to reasonable attorneys’ fees, court costs and expert fees. Nothing in this section shall be construed as prohibiting a party from applying to a court for interim injunctive relief.
(e) No Waiver.  No term or provision of this SOW shall be deemed waived and no breach shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other shall constitute consent to, waiver of, or excuse for any different or subsequent breach.
(f) Partial Invalidity.  If any provision of this SOW is held to be unenforceable, the remaining provisions shall continue in full force and effect. The parties shall in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute shall be as consistent as possible with the original intent of the parties.
(g) Governing Law.  This SOW shall be governed by and construed and interpreted in accordance with the laws of the state of Florida. Any disputes arising out of this SOW shall be venued in federal or state district court in the Florida.
(h) Force Majeure.  Neither party shall be liable for delays or failure to meet its obligations under this SOW due to events, circumstances or causes beyond that party’s reasonable control, provided the nonperforming party promptly notifies the other party of the nonperformance and takes all reasonable steps to recommence performance promptly. Notwithstanding the foregoing, no such events, circumstances or causes shall excuse Client’s obligation to pay undisputed amounts when due hereunder.
(i) Entire Agreement; Amendment.  Any pre-printed terms and conditions included on Client’s standard purchase order form are superseded by the terms of this SOW. This SOW constitutes the entire agreement between the parties with respect to the subject matter hereof. This SOW may be altered only by a written amendment identified as such and signed by authorized personnel of both parties.
(j) Survival of Obligations. Termination or cancellation of this SOW for any reason shall not relieve either party of any previously accrued obligations or of any obligations that by their nature are intended to survive such termination, cancellation or completion.
(k) Counterparts.  This SOW may include facsimile or electronic signatures and may be signed in counterparts, each of which shall be an effective and binding original, but all of which together shall constitute one instrument.