For purposes of this Agreement, the following terms shall have the meanings ascribed below:

ForensicsS shall perform only those Services expressly described in a duly executed SOW. Unless otherwise agreed in writing, Services may include without limitation:

Any task, deliverable, or activity not specifically itemized in the SOW is deemed outside scope. Out-of-scope requests shall require a mutually executed written change order before ForensicsS is obligated to perform.

Upon Project Commencement, ForensicsS will assign appropriately qualified personnel, allocate dedicated laboratory resources, and establish a project timeline with defined milestones. Client shall designate a single primary point of contact ("Client Contact") authorized to provide instructions, approvals, access credentials, and supplemental information on behalf of Client. All communications from Client Contact shall be deemed authorized and binding upon Client.

ForensicsS may, in its sole professional discretion, subcontract specialized ancillary tasks (including but not limited to chip-off extraction, JTAG acquisition, language translation, or specialized decryption services) to pre-vetted third-party contractors, provided such subcontractors execute confidentiality and data-protection agreements no less restrictive than those contained herein.

Client shall:

Client unconditionally represents and warrants that it possesses the legal right, authority, ownership interest, and where applicable, third-party consent, court order, or judicial warrant to provide ForensicsS with access to all data, systems, devices, accounts, premises, and digital artifacts necessary for the performance of Services. Client shall obtain, maintain, document, and upon request produce evidence of any required authorizations.

ForensicsS shall be entitled to rely upon the validity, authenticity, and legal sufficiency of all authorizations provided by Client without independent verification. Client shall indemnify and hold ForensicsS harmless from any claim, liability, penalty, or expense arising from Client's failure to secure proper authorization. If any requested access is denied, revoked, or legally challenged, ForensicsS' obligations shall be immediately suspended without liability or obligation to refund any fees or Retainer.

Both parties shall comply with all applicable federal, state, local, and international laws, regulations, and professional-licensing standards, including without limitation the Computer Fraud and Abuse Act (CFAA), Electronic Communications Privacy Act (ECPA), Stored Communications Act (SCA), General Data Protection Regulation (GDPR) where applicable, California Consumer Privacy Act (CCPA), Health Insurance Portability and Accountability Act (HIPAA) where applicable, export-control laws (EAR/ITAR), and all applicable data-protection and consumer-privacy statutes.

Client is solely and exclusively responsible for determining whether the Services requested, methodologies employed, or Deliverables provided satisfy Client's own regulatory, legal, and compliance obligations. ForensicsS does not provide legal advice and nothing in this Agreement or any Deliverable shall be construed as such.

Unless otherwise specified in an executed SOW, Services shall be billed at the following standard hourly rates:

Out-of-pocket expenses, including without limitation secure shipping, specialized laboratory consumables, proprietary database and tool-license fees, travel, lodging, and per diem (at prevailing U.S. GSA rates), shall be billed at actual cost plus a ten percent (10%) administrative handling fee. All fees are exclusive of applicable sales taxes, use taxes, duties, or governmental charges, which shall be borne solely by Client.

ForensicsS will issue detailed, itemized invoices reflecting personnel hours, task descriptions, expense itemization, and applicable taxes. Invoices are due and payable in full within ten (10) calendar days from the invoice date unless otherwise agreed in writing.

Unpaid balances past due shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, compounded monthly from the date due until paid in full.

ForensicsS reserves the unconditional right to: (i) immediately suspend all work in progress; (ii) withhold, retain, or delay delivery of any and all Deliverables, reports, forensic images, and work product; and (iii) exercise a lien on all Client-provided materials and devices in ForensicsS' possession until all outstanding balances, interest, and collection costs are paid in full. Client shall be responsible for all costs of collection, including reasonable attorneys' fees, court costs, collection agency fees, and all related expenses.

Any modification, addition, or reduction to the agreed scope, schedule, deliverables, or personnel must be documented in a written change order executed by Authorized Representatives of both parties. Change orders shall specify the nature of the change, additional or reduced fees, revised resource allocations, and adjusted timelines. Absent a duly executed change order, ForensicsS is under no obligation to perform out-of-scope tasks and may decline informal requests without constituting breach of this Agreement.

While ForensicsS will exercise commercially reasonable efforts to meet agreed milestones, Client acknowledges that digital forensic examinations and cybersecurity engagements are inherently complex and unpredictable. Factors including but not limited to physical device damage, proprietary or military-grade encryption, anti-forensic techniques, data volume, multi-jurisdictional legal processes, third-party non-cooperation, law enforcement holds, or force majeure events may extend timelines significantly beyond initial estimates.

Deliverables shall be provided in industry-standard formats including without limitation PDF, EnCase (E01/Ex01), AFF4, raw (dd), CSV, XLSX, and such other formats as specified in the SOW. Unless explicitly requested otherwise, Deliverables will be transmitted via ForensicsS' encrypted file-transfer platform requiring two-factor authentication. Forensic images may be returned on hardware-encrypted drives (FIPS 140-2 validated) at Client's expense.

ForensicsS shall retain a secure archival copy of critical case materials, forensic images, and final reports for a minimum of one (1) year from project completion. Thereafter, such materials may be securely purged and destroyed in accordance with NIST SP 800-88 guidelines unless Client requests extended preservation in writing and pays applicable storage fees. Client is solely responsible for maintaining its own copies of all Deliverables after transmission.

This Section constitutes a binding Non-Disclosure Agreement between the parties. Each party (the "Receiving Party") irrevocably agrees to:

Exclusions. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault or breach by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure, as evidenced by written records; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; (iv) is rightfully received from a third party without restriction on disclosure; or (v) is required to be disclosed by applicable law, regulation, subpoena, court order, or governmental directive, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and reasonable opportunity to seek a protective order or other appropriate remedy prior to disclosure.

ForensicsS maintains enterprise-grade, ISO 27001-aligned security controls including without limitation:

ForensicsS adheres to forensic best practices consistent with NIST SP 800-86, SWGDE guidelines, and ISO/IEC 27037 standards. For every evidentiary item received, ForensicsS shall:

Client acknowledges and accepts that the forensic examination process carries inherent risks to Client-provided devices, media, and data. While ForensicsS employs industry best practices to preserve the integrity of all submitted items, the following risks exist and are expressly disclosed:

Digital Evidence may be incomplete, corrupted, encrypted, overwritten, or subject to anti-forensic techniques. Automated analysis tools may produce false positives or fail to detect certain artifacts. Metadata may be unreliable, timestamps may be manipulated, and data may have been intentionally destroyed prior to acquisition. ForensicsS exercises commercially reasonable professional efforts to validate all findings using multiple verification methods, but does not and cannot guarantee absolute accuracy, completeness, or recoverability of any data.

Client must independently verify any critical findings (including through certified copies, corroborating evidence, or independent expert review) before relying upon any Deliverable for legal, business, employment, or personal decisions.

All methodologies, analytical frameworks, proprietary software, scripts, tools, custom dashboards, detection signatures, report templates, and processes developed, owned, or utilized by ForensicsS are and shall remain the sole and exclusive intellectual property of ForensicsS. No license, right, title, or interest in ForensicsS' intellectual property is granted to Client except as expressly stated herein.

ForensicsS grants Client a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the Deliverables solely for Client's internal purposes including risk assessment, litigation, regulatory compliance, and internal investigations. Client shall not sell, resell, license, redistribute, publish, or publicly disclose any Deliverable, in whole or in part, redacted or unredacted, without the prior written consent of ForensicsS.

Client irrevocably and unconditionally waives all rights to reverse, dispute, initiate chargeback proceedings, or seek payment reversal through any bank, credit card issuer, payment processor, digital wallet provider, or financial intermediary after Project Commencement. Client acknowledges that ForensicsS incurs significant non-recoverable costs upon mobilization including personnel allocation, laboratory reservation, license activation, and opportunity cost.

Should Client initiate any unauthorized chargeback or payment dispute, ForensicsS shall be entitled to: (i) submit comprehensive evidence of services rendered to the payment processor; (ii) immediately suspend all work and withhold all Deliverables; (iii) recover the full disputed amount plus all reversal fees, bank charges, collection agency fees, reasonable attorneys' fees, and administrative costs; and (iv) report the debt to applicable credit reporting agencies to the extent permitted by law.

Client acknowledges and agrees to the following:

Either party may terminate this Agreement for convenience upon ten (10) Business Days' prior written notice. Either party may terminate immediately upon written notice if the other party commits a material breach that remains uncured for ten (10) Business Days after receipt of written notice specifying the breach.

Upon termination for any reason: (a) Client shall immediately pay for all Services rendered, expenses incurred, and non-cancelable commitments through the effective date of termination; (b) ForensicsS shall deliver completed Deliverables upon receipt of all outstanding payments; (c) each party shall return or certify destruction of the other party's Confidential Information within thirty (30) days, subject to legal hold obligations and archival retention requirements.

ForensicsS may immediately suspend Services without liability if: (i) Client's account is past due by more than five (5) calendar days; (ii) Client requests or directs actions that violate applicable law, regulation, or professional ethics; (iii) continuing the engagement creates or reveals a conflict of interest; or (iv) ForensicsS reasonably determines that Client-provided authorizations are invalid, revoked, or legally insufficient.

Client Indemnification. Client shall indemnify, defend, and hold harmless ForensicsS, its officers, directors, employees, agents, contractors, and affiliates (collectively, "ForensicsS Indemnified Parties") from and against any and all third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expert-witness fees) arising out of or relating to: (a) Client's breach of any representation, warranty, or obligation under this Agreement; (b) Client's failure to obtain proper authorization or consent; (c) Client's misuse of Deliverables; (d) Client's violation of any applicable law or regulation; or (e) any claim by a third party arising from Client's instructions to ForensicsS.

Mutual Indemnification. Each party shall indemnify the other against third-party claims arising from the Indemnifying Party's gross negligence, willful misconduct, or material breach of the confidentiality provisions of this Agreement. Indemnification is conditioned upon: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement by the Indemnifying Party; and (iii) reasonable cooperation by the Indemnified Party at the Indemnifying Party's expense.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FORENSICSS PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" AND "AS AVAILABLE." FORENSICSS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FORENSICSS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including without limitation natural disasters, acts of God, acts of terrorism or war, cyberattacks against ForensicsS' infrastructure, epidemic, pandemic, governmental orders or sanctions, supply-chain disruptions, utility or telecommunications failures, labor disputes, or embargoes. The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement without further liability upon written notice.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-laws principles. The parties irrevocably and unconditionally submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Los Angeles County, California for any action, suit, or proceeding arising out of or relating to this Agreement. Each party hereby waives any objection to jurisdiction, venue, or forum non conveniens with respect to any such court.

Mandatory Mediation. Prior to initiating any litigation or arbitration, the parties shall first attempt in good faith to resolve any dispute through confidential mediation administered by a mutually agreed mediator in Los Angeles County, California. Either party may initiate mediation by written demand. Mediation fees and expenses shall be shared equally. Mediation shall be completed within forty-five (45) days of the demand unless extended by mutual agreement.

Litigation. If mediation fails to resolve the dispute, either party may proceed to litigation in the courts specified in Section 26. Nothing in this Section shall prevent either party from seeking emergency injunctive or equitable relief to protect Confidential Information, intellectual property, or to prevent irreparable harm, without first engaging in mediation.

In any action, proceeding, mediation, arbitration, or dispute to enforce, interpret, or seek remedies under this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorney's fees, expert-witness fees, court costs, mediator fees, and all other litigation-related expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

Client may not assign, delegate, transfer, or encumber any rights, obligations, or interests under this Agreement, whether voluntarily, involuntarily, by operation of law, merger, acquisition, or otherwise, without ForensicsS' prior written consent, which may be withheld in ForensicsS' sole discretion. ForensicsS may freely assign this Agreement to any affiliate, successor, or acquirer of all or substantially all of its business or assets. Any purported assignment in violation of this Section shall be null, void, and of no legal effect.

All notices, demands, requests, or communications required or permitted under this Agreement shall be in writing and deemed effective: (i) upon personal delivery; (ii) three (3) Business Days after deposit in the United States mail, certified, return receipt requested, postage prepaid; (iii) one (1) Business Day after dispatch by a nationally recognized overnight courier service with tracking confirmation; or (iv) upon confirmed electronic transmission (email with read receipt or delivery confirmation) to the addresses designated by the parties in the SOW or as subsequently updated in writing.

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither party shall directly or indirectly solicit, recruit, hire, or attempt to hire any employee, contractor, or consultant of the other party who was involved in the performance of Services, without the prior written consent of the other party. This restriction shall not apply to general, non-targeted recruitment advertising.

If any provision of this Agreement is adjudged invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect, unimpaired by such determination.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise of that right or of any other right. No waiver of any breach shall be deemed a waiver of any prior, concurrent, or subsequent breach. Any waiver must be in writing and signed by the waiving party's Authorized Representative to be effective.

The following provisions shall survive the termination or expiration of this Agreement and remain in full force and effect: payment obligations, non-disclosure, confidentiality, intellectual property, limitation of liability, disclaimer of warranties, indemnification, no outcome guarantee, non-refund policy, non-solicitation, dispute resolution, attorney's fees, and any other provisions that by their nature or express terms are intended to survive.

This Agreement, together with all executed SOWs, exhibits, schedules, and attachments incorporated by reference, constitutes the entire and exclusive agreement between the parties with respect to its subject matter, and supersedes all prior and contemporaneous proposals, negotiations, representations, understandings, and agreements, whether oral or written. No amendment, modification, supplement, or waiver of this Agreement shall be binding unless executed in a writing signed by Authorized Representatives of both parties.

The parties expressly agree that electronic signatures, digital certificates, click-wrap acceptance, and authenticated electronic assent are valid, binding, and enforceable to the fullest extent permitted by the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and all applicable state and federal laws. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

By reviewing our Privacy Policy, you acknowledge and agree to its terms and conditions. Our Privacy Policy describes how we collect, use, store, and protect your personal information and is incorporated into this Agreement by reference.