This Limited Liability Agreement ("Agreement") by and between ITCCTV ("Provider"), End User ("Client").
RECITALS
WHEREAS, Provider will perform or authorize the opening of certain firewall ports within Client’s network environment to enable communication between specified source and destination systems; and WHEREAS, both parties acknowledge that opening firewall ports can expose the network to potential security risks, including unauthorized access or compromise by third parties; and
WHEREAS, the parties desire to define their respective responsibilities and limit liability related to such activities.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
- Scope of Work
Provider will open the port(s) on Client’s network:
- Port(s): See tech info spreadsheet for information
- Source(s): See tech info spreadsheet for information
- Destination(s): See tech info spreadsheet for information
- Acknowledgment of Risk
Client acknowledges and agrees that opening firewall ports inherently increases the risk of unauthorized access or compromise by third parties ("Third-Party Compromise"), and that neither Provider nor Client can guarantee complete security or prevent all such compromises.
- Limited Liability
Except for gross negligence or willful misconduct, Provider shall not be liable for any damages, losses, costs, or liabilities arising directly or indirectly from:
- Any Third-Party Compromise affecting either the source or destination systems connected through the opened ports;
- Unauthorized access, data breaches, or other security incidents resulting from the firewall port openings;
- Any interruption, degradation, or failure of service caused by exploitation of the opened firewall ports.
- Client Responsibilities
Client agrees to:
- Maintain appropriate security measures, including but not limited to firewalls, intrusion detection systems, and access controls, beyond the port opening;
- Monitor network activity and logs related to the opened ports;
- Promptly notify Provider of any suspicious activity or security incidents;
- Ensure that all devices and systems on both source and destination sides are properly secured and updated.
- Indemnification
Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
- Client’s failure to comply with its responsibilities under this Agreement;
- Any Third-Party Compromise resulting from Client’s network or system vulnerabilities.
- Term and Termination
This Agreement shall remain in effect until the firewall ports are closed or this Agreement is terminated by either party with [30] days written notice.
- Miscellaneous
- This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior understandings.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, USA.
- If any provision is held invalid, the remainder shall continue in full force.