VENDOR SECURITY REQUIREMENTS ADDENDUM

THIS ADDENDUM ("Security Addendum") is incorporated by reference into the [Agreement/Contract/Master Services Agreement] ("Agreement") between:

Customer: [CUSTOMER NAME] ("Customer" or "Company")
Vendor: _________________________________ ("Vendor" or "Supplier")

Effective Date: _________________________________
Agreement Reference: _________________________________

RECITALS

WHEREAS, Customer and Vendor have entered into or are entering into the Agreement pursuant to which Vendor will provide certain products or services to Customer;

WHEREAS, Vendor may have access to Customer's systems, networks, data, or facilities in connection with such products or services;

WHEREAS, Customer requires that Vendor maintain appropriate security controls to protect Customer's information and systems;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to Customer Data, technical data, trade secrets, business information, and security-related information.

1.2 "Customer Data" means all data provided by or on behalf of Customer to Vendor, or collected, created, or processed by Vendor on behalf of Customer, including Personal Data.

1.3 "Personal Data" means any information relating to an identified or identifiable natural person, as defined by applicable privacy laws including CCPA, GDPR, and state privacy statutes.

1.4 "Security Incident" means any actual or suspected unauthorized access, acquisition, use, disclosure, modification, or destruction of Customer Data or Customer systems.

1.5 "Subprocessor" means any third party engaged by Vendor to process Customer Data on Vendor's behalf.

ARTICLE 2: SECURITY PROGRAM REQUIREMENTS

2.1 Information Security Program

Vendor shall establish, implement, and maintain a comprehensive written information security program ("Security Program") that includes administrative, technical, and physical safeguards designed to:

☐ Protect the security, confidentiality, and integrity of Customer Data

☐ Protect against anticipated threats or hazards to the security or integrity of Customer Data

☐ Protect against unauthorized access, use, alteration, or destruction of Customer Data

☐ Ensure proper disposal of Customer Data when no longer needed

2.2 Security Program Elements

Vendor's Security Program shall include, at minimum, the following elements:

☐ Designated security personnel with overall responsibility

☐ Risk assessment procedures

☐ Security policies and procedures

☐ Access controls

☐ Data encryption

☐ Network security

☐ Physical security

☐ Incident response procedures

☐ Business continuity and disaster recovery

☐ Employee training

☐ Vendor management

ARTICLE 3: SPECIFIC SECURITY CONTROLS

3.1 Access Controls

Vendor shall:

☐ Implement unique user identification for all personnel with access to Customer Data

☐ Enforce strong password policies (minimum 12 characters, complexity requirements)

☐ Implement multi-factor authentication (MFA) for:
- All remote access to systems containing Customer Data
- All privileged/administrative accounts
- All access to Customer environments

☐ Implement the principle of least privilege for all access

☐ Conduct access reviews at least quarterly

☐ Promptly revoke access upon personnel termination (within 24 hours)

☐ Maintain audit logs of access to Customer Data for a minimum of [1 YEAR]

3.2 Encryption Requirements

Vendor shall:

☐ Encrypt Customer Data at rest using AES-256 or equivalent

☐ Encrypt Customer Data in transit using TLS 1.2 or higher

☐ Implement secure key management practices

☐ Not transmit Customer Data via unencrypted email or messaging

☐ Encrypt mobile devices and removable media containing Customer Data

☐ Encrypt backups containing Customer Data

3.3 Network Security

Vendor shall:

☐ Maintain network perimeter security (firewalls, intrusion detection/prevention)

☐ Segment networks processing Customer Data from other networks

☐ Conduct regular vulnerability scanning (at least monthly)

☐ Conduct penetration testing at least annually

☐ Remediate critical vulnerabilities within [14] days

☐ Remediate high vulnerabilities within [30] days

☐ Maintain anti-malware protection on all systems

☐ Implement email security controls (spam filtering, malware scanning)

3.4 Endpoint Security

Vendor shall:

☐ Deploy endpoint detection and response (EDR) solutions on all endpoints

☐ Maintain current anti-malware software

☐ Implement device encryption on all endpoints

☐ Implement mobile device management (MDM) for mobile devices accessing Customer Data

☐ Disable unnecessary services and ports

☐ Maintain secure configuration baselines

3.5 Application Security

Vendor shall:

☐ Follow secure software development lifecycle (SDLC) practices

☐ Conduct security testing (SAST, DAST) during development

☐ Conduct code reviews for security vulnerabilities

☐ Maintain software bills of materials (SBOMs) for provided software

☐ Implement input validation and output encoding

☐ Protect against common vulnerabilities (OWASP Top 10)

3.6 Physical Security

Vendor shall:

☐ Implement physical access controls at facilities processing Customer Data

☐ Maintain visitor logs at secure facilities

☐ Implement environmental controls (fire suppression, climate control)

☐ Secure physical media containing Customer Data

☐ Implement secure disposal of physical media

ARTICLE 4: PERSONNEL SECURITY

4.1 Background Checks

☐ Vendor shall conduct background checks on all personnel with access to Customer Data, to the extent permitted by applicable law, including:
- Criminal history check
- Employment verification
- Education verification (where applicable)
- [ADDITIONAL REQUIREMENTS]

4.2 Security Training

Vendor shall:

☐ Provide security awareness training to all personnel upon hire and at least annually

☐ Provide role-specific security training to personnel in security-sensitive roles

☐ Maintain records of training completion

☐ Include training on:
- Information security policies
- Phishing and social engineering awareness
- Data handling requirements
- Incident reporting procedures

4.3 Confidentiality Agreements

☐ Vendor shall ensure all personnel with access to Customer Data have signed confidentiality/non-disclosure agreements

ARTICLE 5: INCIDENT RESPONSE

5.1 Incident Response Plan

Vendor shall maintain an incident response plan that includes:

☐ Incident identification and classification procedures

☐ Containment and eradication procedures

☐ Evidence preservation procedures

☐ Communication and escalation procedures

☐ Recovery procedures

☐ Post-incident review procedures

5.2 Incident Notification

In the event of a Security Incident affecting Customer Data, Vendor shall:

☐ Notify Customer within [24/48/72] hours of discovery

☐ Provide the following information in the initial notification:
- Description of the incident
- Date/time of discovery
- Types of data potentially affected
- Estimated number of individuals affected
- Immediate containment actions taken
- Point of contact for additional information

☐ Provide ongoing updates as the investigation progresses

☐ Provide a final incident report within [30] days of incident closure

5.3 Notification Contact

Security incident notifications shall be sent to:

Customer Contact:
Name: _________________________________
Email: _________________________________
Phone: _________________________________

Alternate Contact:
Name: _________________________________
Email: _________________________________
Phone: _________________________________

5.4 Cooperation

Vendor shall:

☐ Cooperate with Customer's investigation of any Security Incident

☐ Preserve all relevant evidence and logs

☐ Provide reasonable assistance for required notifications

☐ Not communicate with third parties about incidents affecting Customer without Customer's prior approval (except as required by law)

ARTICLE 6: BUSINESS CONTINUITY AND DISASTER RECOVERY

6.1 Business Continuity

Vendor shall:

☐ Maintain a business continuity plan (BCP) for services provided to Customer

☐ Test the BCP at least annually

☐ Provide recovery time objectives (RTO): [_______________]

☐ Provide recovery point objectives (RPO): [_______________]

6.2 Backup Requirements

Vendor shall:

☐ Perform regular backups of Customer Data

☐ Store backups in a geographically separate location

☐ Encrypt all backups

☐ Test backup restoration at least annually

☐ Maintain backup retention for [PERIOD]

ARTICLE 7: SUBPROCESSORS

7.1 Subprocessor Restrictions

☐ Vendor shall not engage Subprocessors to process Customer Data without Customer's prior written consent

☐ Vendor shall maintain a list of approved Subprocessors and provide upon request

☐ Vendor shall provide [30] days' notice before engaging new Subprocessors

7.2 Subprocessor Requirements

Vendor shall:

☐ Conduct security assessments of Subprocessors before engagement

☐ Ensure Subprocessors are bound by obligations no less protective than this Addendum

☐ Remain liable for Subprocessor compliance with this Addendum

☐ Monitor Subprocessor compliance on an ongoing basis

ARTICLE 8: AUDITS AND ASSESSMENTS

8.1 Third-Party Certifications

Vendor shall maintain the following certifications (check all that apply):

☐ SOC 2 Type II

☐ ISO 27001

☐ PCI DSS (if processing payment card data)

☐ HIPAA (if processing PHI)

☐ FedRAMP (if applicable)

☐ Other: _________________________________

8.2 Audit Reports

Vendor shall:

☐ Provide current SOC 2 Type II report (or equivalent) upon request

☐ Provide bridge letters if audit report is older than [12] months

☐ Notify Customer of any material findings or exceptions in audit reports

8.3 Customer Audit Rights

Customer shall have the right to:

☐ Conduct security assessments of Vendor (with [30] days' notice)

☐ Review Vendor's security policies and procedures

☐ Audit Vendor's compliance with this Addendum

☐ Request evidence of specific security controls

Vendor shall cooperate with such audits at no additional charge, not to exceed [1] audit per [12-month] period unless a Security Incident has occurred.

8.4 Security Questionnaires

Vendor shall:

☐ Complete Customer's security questionnaires upon request

☐ Respond within [30] days of receipt

☐ Update responses annually or upon material changes

ARTICLE 9: DATA HANDLING

9.1 Data Minimization

Vendor shall:

☐ Collect only Customer Data necessary for the services

☐ Not use Customer Data for any purpose other than providing the services

☐ Not share Customer Data with third parties except as authorized

9.2 Data Location

☐ Customer Data shall be processed only in the following locations: [SPECIFY COUNTRIES/REGIONS]

☐ Vendor shall notify Customer before transferring Customer Data to new locations

9.3 Data Return and Deletion

Upon termination of the Agreement:

☐ Vendor shall return or securely delete all Customer Data within [30] days

☐ Vendor shall provide written certification of deletion upon request

☐ Deletion shall be performed using industry-standard secure deletion methods

9.4 Data Retention

☐ Vendor shall not retain Customer Data longer than necessary to perform the services

☐ Vendor shall comply with Customer's data retention requirements

ARTICLE 10: COMPLIANCE

10.1 Legal Compliance

Vendor shall:

☐ Comply with all applicable laws and regulations

☐ Comply with applicable privacy laws including CCPA, GDPR, and state privacy statutes

☐ Cooperate with Customer's compliance obligations

☐ Notify Customer if Vendor receives government requests for Customer Data

10.2 Industry Standards

Vendor shall:

☐ Maintain security controls consistent with industry best practices

☐ Follow applicable industry standards (NIST CSF, ISO 27001, CIS Controls)

ARTICLE 11: REPRESENTATIONS AND WARRANTIES

11.1 Vendor Representations

Vendor represents and warrants that:

☐ It has implemented and will maintain the security controls described herein

☐ It has the necessary expertise and resources to fulfill its security obligations

☐ Its personnel are properly trained and qualified

☐ It will notify Customer of any material changes to its security program

☐ It is not aware of any facts that would prevent compliance with this Addendum

11.2 Notification of Changes

Vendor shall notify Customer within [30] days of:

☐ Material changes to its Security Program

☐ Changes in key security personnel

☐ Material findings in security audits or assessments

☐ Security incidents at Subprocessors

☐ Changes in applicable certifications

ARTICLE 12: LIABILITY AND INDEMNIFICATION

12.1 Indemnification

Vendor shall indemnify, defend, and hold harmless Customer from any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

☐ Vendor's breach of this Addendum

☐ Security Incidents caused by Vendor's failure to comply with this Addendum

☐ Vendor's violation of applicable laws

12.2 Limitation of Liability

[INCLUDE APPROPRIATE LIABILITY CAPS AND EXCLUSIONS CONSISTENT WITH THE MASTER AGREEMENT]

ARTICLE 13: GENERAL PROVISIONS

13.1 Term

This Addendum shall remain in effect for the duration of the Agreement and for so long as Vendor retains any Customer Data.

13.2 Order of Precedence

In the event of a conflict between this Addendum and the Agreement, this Addendum shall control with respect to security matters.

13.3 Amendments

This Addendum may only be amended in writing signed by authorized representatives of both parties.

13.4 Survival

The obligations in this Addendum relating to confidentiality, data deletion, indemnification, and audit rights shall survive termination of the Agreement.

ARTICLE 14: SIGNATURES

CUSTOMER:

Signature: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

VENDOR:

Signature: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

EXHIBIT A: SECURITY CONTROL SUMMARY

Minimum Required Controls Checklist

Vendor acknowledges implementation of the following controls:

Access Controls:
☐ Multi-factor authentication for remote access
☐ Multi-factor authentication for privileged accounts
☐ Unique user identification
☐ Least privilege access
☐ Quarterly access reviews

Encryption:
☐ AES-256 encryption at rest
☐ TLS 1.2+ encryption in transit
☐ Encrypted backups

Network Security:
☐ Firewall protection
☐ Intrusion detection/prevention
☐ Monthly vulnerability scanning
☐ Annual penetration testing

Endpoint Security:
☐ EDR deployed
☐ Anti-malware protection
☐ Device encryption

Operations:
☐ Incident response plan
☐ Business continuity plan
☐ Annual security training
☐ Background checks

Compliance:
☐ SOC 2 Type II (or equivalent)

Vendor Representative Signature: _________________________________
Date: _________________________________

DOCUMENT CONTROL

Legal Review: ☐ Completed Date: _________ Reviewer: _________

This template is provided for informational purposes and should be reviewed by legal counsel before use. Specific requirements should be tailored based on the nature of services, data processed, and applicable regulations.