Via Web Site
RE: Engagement Agreement for COMPANY NAME. Regarding the Cybersecurity Maturity
Model Certification (CMMC).
FIRST NAME LAST NAME,
This Engagement Agreement (Agreement) serves to memorialize the understanding of
COMPANY NAME (Client) with Five 9’s Consulting, LLC (Consultant). Consultant is
prepared to provide its services in regard to the above referenced matter pursuant to the terms
and conditions described below.
1. Scope of Work.
For the compensation discussed below in section 2 of this letter, Consultant will consult and
advise Client regarding the Cybersecurity Maturity Model Certification (CMMC) initiative. Our
work in regard to this matter may cover, but not be limited to advising you the Client on
Information Technology (IT) infrastructure, IT policy and procedures, vendor management
policies, and providing advice on any updates on the CMMC initiative until the same is fully
implemented and the above referenced work is concluded (the “Work”). These activities may
include identifying and introducing you to vendors and service providers in these areas; liaising
with and arranging meetings with such vendors and service providers; providing educational
sessions on, and introductions to, cybersecurity issues and developments. A written report or
synopsis will be provided Client at the conclusion of the Work.
Consultant will provide the services herein described to the best of our ability. Any
expressions on our part concerning any matter in regard to the Work are expressions of our best
professional judgment, but they are not guarantees. Such opinions are necessarily limited by our
knowledge of the facts as provided by the Client. Consultant will only provide Client with
information to assist Client in making decisions and will not require Client to carry out any
particular course of action or conduct such action being left to the Client’s sole discretion.
Client also acknowledges and agrees to provide Consultant with complete and accurate
information as to any other material information needed for or relative to the Work. You
acknowledge and agree that any such materials and information you provide to Consultant is
accurate and complete and that Consultant will, without independent verification, rely on it for
the purpose of providing the Work. Consultant shall not assume any responsibility or have any
liability for such materials or information. You represent that you have the right to supply such
information to Consultant and that the supply of such information by you and its use by
Consultant for the purposes of the provision of the Work will not infringe any rights held by any
third party, involve the unauthorized use of confidential information belonging to a third party or
result in the breach by you or Consultant of any law, regulation, fiduciary duty, intellectual
property right or agreement. You also agree to keep Consultant informed of any changes or
developments in regard to any information that is material to the Work.
2. Amount of Compensation for Professional Services.
Consultant’s rate for its provision of services related to the work is One Thousands Five
Hundred Dollars ($1500.00). You agree and acknowledge that there may be out-of-pocket
expenses and other costs associated with the work. Common expenses include, but are not
limited to, email and electronic communications; printing and reproduction costs; transportation,
mileage and other travel expenses; charges made by outside experts and any other costs
associated with the work. You agree and acknowledge that any such expenses are not included
in the above rate for services, and that the same will also be required to be paid as they are
incurred. You agree to pay Consultant a fee of One Thousands Five Hundred Dollars
($1500.00), upon receipt of this Retention Agreement, if you have not already done so. The
charges and any reimbursable expenses will be debited against this initial fee. You acknowledge
that the initial fee is not an estimate of total fees and costs, but merely an advance for security.
Should this initial fee become exhausted Client agrees to provide another fee of the same amount
if additional efforts are required by Consultant to continue the Work.
We will commence work on your behalf upon our receipt of the initial fee set forth above and
this Agreement signed by you along with all documents which we have advised you will be
necessary for our provision of services in relation to the Work.
3. Billing Arrangements and Terms of Payments.
Services are billed after the provision of Consultant of Two (2) hours of time to the Work
and are billed at minimum one tenth hour increments. Expenses are itemized and listed
separately in the billing. You agree to make payment for services and expenses not covered by
the initial fee or any subsequent fee within ten (10) days following the date of each statement.
We may ask you to pay costs and expenses up front in certain circumstances.
Upon notice of any delinquency of your account you agree to bring the same current. If said
delinquency continues and you do not arrange satisfactory payment terms, we will terminate this
Agreement and pursue collection of your account. You agree to pay the costs of collecting the
debt, including court costs, filing fees, and reasonable attorney’s fees.
You must notify us in writing if you dispute any billing entry. If you fail to do so within five
(5) days after we mailed or e-mailed the bill, all entries shall be deemed by both you and us as
fair and correct.
All payments are to be made payable to Five 9’s Consulting, LLC., PayPal Account or 503 E.
#181 Nifong, Columbia, MO 65203.
4. Indemnity/Hold Harmless
You agree that Consultant shall have no liability of any nature, whether in contract or tort or
otherwise, for any loss or damage to you or any third party arising directly or indirectly as a
result of or in connection with the Work except where such losses are due to the fraud or
dishonesty on the part of Consultant or to the extent that such liability cannot lawfully be
excluded or limited.
Client its affiliates, subsidiaries, agents and assigns agree to, at its own expense, defend,
indemnify, release and hold harmless Consultant, its member(s), officers, employees,
representatives, agents, assigns and attorneys from and against any loss, liability, damages, costs
or expenses, (including reasonable attorney’s fees) of any nature whatsoever, whether known or
unknown, arising from any claim or action, including any claim or action Client, its agents,
subsidiaries, assigns or third parties may have against Consultant for infringement of any patent,
copyright, confidentiality, trade secret or other intellectual property, or data related to the Work
of Consultant’s in the proper performance of its obligations under this Agreement including,
without limitation, arising from any misrepresentation, misconduct, negligence or dishonesty on
the part of any employee, agent or assign of the Client, or third party, except to the extent that the
cost, loss, expense or liability is due to the fraud or dishonesty on the part of Consultant or to the
extent that such liability cannot lawfully be excluded or limited The parties agree that this
agreement shall survive any termination or completion of the Work.
5. Litigation Concerning your Bill/Attorney’s Fees
Although we hope that it will never become necessary, in the event of litigation concerning
the amount of compensation or the other terms of the agreement set forth in this letter, the
prevailing party in any such litigation shall be entitled to reasonable costs and attorney’s fees.
Consultant will be considered the prevailing party if it recovers any amount, by judgment,
arbitration, stipulation or otherwise, in excess of your last written offer of settlement.
You, the Client, may terminate this Agreement at any time, with or without cause, by
notifying us. If such termination occurs, your property and papers (if any) will be returned to
you promptly, upon your request. Termination of our services will not affect your responsibility
for payment of out-of-pocket costs and for any outstanding work performed and incurred before
termination and in connection with an orderly transition of the matter. In the event that you
cancel this Agreement within the 24 hour period preceding the date and time that we begin work,
you will be billed a non-refundable cancellation fee of One Hundred Fifty Dollars ($550.00).
Consultant may also terminate this Agreement for any reason. In such case you acknowledge
that we are not responsible for any liability, loss or other detrimental effect that may result of
your breach of this agreement, refusal to cooperate or to follow our advice on a material matter,
fact or circumstance.
7. Entire Agreement.
This Agreement contains the entire Agreement of the parties. No other agreement, statement,
or promise made on or before the effective date of this Agreement will be binding on the parties
unless made in writing and signed by all parties hereto.
8. Choice of Law and Severability in Event of Partial Invalidity.
The parties further agree that this Agreement shall be interpreted pursuant to the laws of the
United States, State of Missouri and that if any provision of this Agreement is held in whole or in
part to be unenforceable for any reason, the remainder of that provision and of the entire
Agreement will be severable and remain in effect. In the event of any conflict or dispute the
parties agree that jurisdiction over such matter shall lie with the Circuit Court of Boone County,
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS
AND AGREE TO THEM AS OF THE DATE FIVE 9’S CONSULTING, LLC. FIRST
PROVIDED SERVICES. IF MORE THAN ONE CLIENT SIGNS BELOW, EACH
AGREES TO BE LIABLE, JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS
UNDER THIS AGREEMENT.
This offer for services, agreed fees and expenses shall remain in effect for thirty (30) days
from the date of this letter. The fees expressed and agreed upon by you in this Agreement shall
remain in effect for not less than six months from the date of this Agreement.
We look forward to working with you in this matter.
Yours very truly,
Five Nine’s Consulting, LLC. DATE
FIRST NAME LAST NAME DATE