Example Company has the following responsibilities:
- Discuss the project requirements with PeopleSec for clarification and understanding and mutual agreement of objectives.
- Elect a trusted agent; someone who will be the main form of contact between Example Company and PeopleSec.
- Send PeopleSec a list of in scope employees in a CSV format including first and last name, email address, and phone number. Other information may be required.
- Whitelist PeopleSec emails, through DNS.
- Whitelist PeopleSec email server
PeopleSec Security Awareness Training
The strategic training campaigns start with simulated phishing attacks at differing levels of sophistication. These attacks are tracked and recorded, then used to promote an agile training environment. If the employee takes negligent actions within the phishing email, “Just in Time” training and follow-up emails are used to improve the employee’s awareness. To keep security front of mind, users need ongoing, entertaining, and straightforward content that is customized to the needs of the individual and delivered to their inbox on a regular basis. This education is powered by our artificial intelligence named LORA. LORA is the Learning Objective Results Analyzer and the Artificial Intelligence behind the NextGen Human Firewall™. LORA customizes learning experience to the needs of the individual employee and adapts phishing emulations to their specific needs. LORA’s understanding of each employee’s weaknesses and strengths allows her to customize content and help mitigate human weaknesses. The data gathered is the then put together in a spreadsheet and monitor and updated frequently. Along with LORA, a Threat Alert Newsletter will be sent out that keeps employees updated on current malicious phishing attacks and methods to avoid becoming a victim. Once the training program reduces the risk of phishing to a 1% click through rate. PeopleSec will then provide individual education and focus group training to attempt to completely eliminate the risk phishing poses to Example Company. In doing so, PeopleSec targets this “High-Risk” training to employees who are the highest threat to Example Company‘s security. PeopleSec drives security for the human risk factor at your organization by continuously improving each individual’s understanding of phishing threats.
Terms and Conditions
This Statement of Work will be executed under the terms and conditions described in the Consulting Services Agreement between Example Company and PeopleSec to be signed with the acceptance of this project.
Notwithstanding the provisions of “Termination” as outlined in section 5 of the Consulting Service Agreement, Example Company can cancel the signed service agreement at any time during the first 30 days without penalty. Example Company will receive a full refund for that period.
If Example Company elects to terminate the service after the initial 30 days and before the end of the program term for any reason other than PeopleSec’s failure to perform its obligations as specified in the Agreement and this Statement of Work or PeopleSec terminates the service due to a breach of the agreement a new invoice will be issued under the payment terms established in this agreement for the remaining balance.
This Statement of Work expires 30 days from the proposal date unless both parties have signed it or if Example Company has directed work here-under. In the event of conflict between the terms described in this Statement of Work and the terms described in the above referenced Consulting Services Agreement, this Statement of Work shall control. PeopleSec may include Example Company in its public list of clients and on its website.
PeopleSec and Example Company agree that PeopleSec will incur no liability for any reason or combination of reasons related to the performance of services under this Statement of Work.
Acceptance is defined as submission by PeopleSec of the deliverable listed provided that Example Company has not given specific notification of deficiency within seven calendar days of such submission.
A day of consulting consists of eight hours performed between the hours of 8AM and 7PM EST, Monday through Friday and excluding Federal Holidays. All work under this Statement of Work shall be performed during regular business hours, applicable to the time zone where the work is to be performed.
Consulting Services Agreement
- .SERVICES: PeopleSec will provide the services described in a Statement of Work, executed by authorized representatives of the parties, in the form of Exhibit A. The parties may execute additional Statements of Work pursuant to this Agreement. Services specified in Statements of Work will be performed by or delivered on dates mutually agreed upon by the parties, subject to the availability of PeopleSec personnel. Customer agrees to provide PeopleSec with such reasonable access to resources, information and staff as may be necessary to perform services under this Agreement.
- COMPENSATION: Customer agrees to pay PeopleSec the fees set forth in the Statement of Work. In addition, Customer will reimburse PeopleSec for all reasonable and necessary business and travel expenses incurred by PeopleSec in the course of performing services under this Agreement. The fees quoted in this Agreement or any Statement of Work will not include taxes, and Customer agrees to pay any federal, state,or local taxes (except those based on the income of PeopleSec) related to the services provided under this Agreement and any Statement of Work. Customer will pay PeopleSec within 30 days of receipt of PeopleSec’s invoice. Past due amounts owing from Customer shall bear interest at the rate of 1.5% per month on all outstanding balances. Customer agrees to pay PeopleSec reasonable costs for collection of unpaid balances due, including but not limited to attorneys’ fees and court costs.
- LIMITED WARRANTY: PeopleSec warrants that it will provide professional quality services conforming to generally accepted industry standards. CUSTOMER’S SOLE REMEDY, AND PEOPLESEC’S SOLE LIABILITY, ARISING IN CONNECTION WITH THE FOREGOING WARRANTY SHALL BE FOR PEOPLESEC, AT PEOPLESEC’S SOLE OPTION, TO REDO THE SERVICES OR TERMINATE THIS AGREEMENT AND REFUND THE FEE PAID FOR THE DEFICIENT SERVICES. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND ANY EXPRESS WARRANTY CONTAINED IN THE STATEMENT OF WORK, PEOPLESEC MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES,INCLUDING BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PeopleSec does not warranty that its services or software products will prevent any unauthorized access to or use of any electronic system or program.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY RELIANCE, SPECIAL,INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. PEOPLESEC’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS RECEIVED BY PEOPLESEC FROM CUSTOMER UNDER THIS AGREEMENT OR THE STATEMENT OF WORK. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. Unless expressly stated otherwise in the Statement of Work, PeopleSec shall not be liable for any damages caused in whole or in part by the failure of its services or software products to prevent any unauthorized access to or use of any electronic system or program.
- TERMINATION: PeopleSec may terminate this Agreement and any Statement of Work upon written notice to Customer if Customer breaches this Agreement and fails to correct the breach within 30 days following written notice specifying the breach. Customer may terminate this Agreement and any Statement of Work at any time. Termination of this Agreement and any Statement of Work shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that accrued or that Customer has agreed to pay under any Statement of Work under this Agreement. Sections 6, 7, and 8 shall survive termination of this Agreement.
- RIGHTS TO INTELLECTUAL PROPERTY: Except as expressly set forth in the Statement of Work as“works made for hire,” all completed software, data, code, services and other deliverables under any Statement of Work provided to Customer by PeopleSec pursuant to this Agreement(“Deliverables”) shall remain the sole property of PeopleSec. The Statement of Work may assign specific Deliverables as “works made for hire” that shall be the sole property of Customer. PeopleSec shall retain no rights in any such Deliverables, and shall not distribute or publish said Deliverables without the express written consent of Customer.
- 6.1 PeopleSec Property. All materials, including equipment, software, data or information developed or provided by PeopleSec and any know-how, methodologies, or processes used by PeopleSec to provide its hosting services to the Customer here under and any copyrights, trademarks, patents, trade secrets, or any other proprietary rights therein shall remain the sole and exclusive property of the PeopleSec.
- 6.2 Customer Property. Customer Content shall consist of all data or other materials furnished by theCustomer to PeopleSec’s software under this Agreement and shall remain the sole and exclusive property of the Customer, including without limitation copyrights, trademarks, patents, trade secrets or any other proprietary rights related to Customer Property.
- CONFIDENTIALITY: While this Agreement is in effect and following its termination for any reason, neither party (the “Disclosing Party”) shall disclose to any other party (except for Disclosing Party’s staff as necessary to permit the performance of this Agreement if such staff members have agreed to keep such information confidential as provided in this Section 8) any information which the other party identifies as confidential or proprietary to its business or which the Disclosing Party should reasonably recognize as confidential or proprietary business information of the other party; provided, however, that this restriction shall not apply to information generally available to the public (through no wrongful disclosure by the Disclosing Party) and to disclosure required by law. Furthermore, neither party may disclose to a third party the existence of this Agreement or the nature of the specific projects described in Statements of Work without the express written consent of the other party. Both parties agree to execute a mutually satisfactory non-disclosure agreement if requested by the other party.
- INDEPENDENT CONTRACTOR: PeopleSec will act as an independent contractor in the performance of services here under, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or employment relationship between Customer and PeopleSec. Neither party has the right or authority to assume or create any obligation on behalf of the other party. PeopleSec agrees that it shall be responsible for all taxes based on its income generated under this Agreement and any Statement of Work.
- GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of Michigan without reference to its conflict of laws principles. Any mediation, arbitration, or judicial action commenced under the terms of this Agreement shall take place in Michigan,Oakland County, or the United States District Court in Ann Arbor, Michigan. The parties hereby consent to the personal jurisdiction of the aforementioned courts, and irrevocably waive any rights or defenses they may have to the maintenance of an action in the aforementioned courts based on lack of personal jurisdiction or improper or inconvenient venue with respect to any claims arising under this Agreement.
- SEVERABILITY: In the event any provision of this Agreement is held to be invalid or unenforceable, such provision shall, insofar as possible, be construed to permit enforcement; otherwise, this Agreement shall be construed as if such provision had never been made a part hereof and the remaining provisions of this Agreement will remain in effect.
- ENTIRE AGREEMENT: This Agreement and any Statements of Work executed pursuant hereto constitute the entire and exclusive agreement between Customer and PeopleSec concerning the subject matter hereof and thereof and supersede and cancel all previous or contemporaneous agreements, representations, commitments and writings concerning such subject matter.
- NOTICES: Any notices related to this Agreement shall be sent to the address set forth for the party in question in the preamble to this Agreement, or to such other address as may have been provided by such party to the other party for notice purposes.
- COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.