Monday, December 23, 2019

Ransomware Negotiation Agreement (Free Template)

As ransomware hacker groups continue get more and more sophisticated, so do businesses that fight them. This basic contract template is for companies that negotiate with ransomware gangs on behalf of their victims. It can be used when ransomware victims hire companies to negotiate with hackers in order to obtain decryption keys and attempt to decrease the ransom payment amount.

This Agreement is entered into between ______________ (hereinafter referred to as “Client”) and ___________________________ (hereinafter referred to as “Company”). 

1.   Services. Company shall perform the following Services:

a.       Negotiate with hackers in order to attempt to obtain decryption key that restores Client’s hacked files.

b.      Attempt to decrease the ransom payment amount.

c.       Buy cryptocurrency and make ransom payments to hackers on behalf of Client.

2. Payment. In addition to expenses incurred, Client shall pay Company $_________________. Company shall have no obligation to provide any refunds, even if hackers fail to provide decryption keys, or if provided keys don’t work.

3.   Term and Termination. This  Agreement  shall  remain  in  effect  for  a  period  of  six  (6)  months from  the  date hereof (the “Term”).  Notwithstanding the foregoing, this Agreement  shall be subject to cancellation by either party in the event of a material breach by the other party, which breach  is  not cured within ten (10) days of the party seeking to cancel the Agreement providing  written  notice of such material breach to the other party and such other party failing to cure the breach within said period.  The written notice  shall  provide  specific  details  of  the  breach which resulted in the sending  of  the  written  notice  of  cancellation.

4. Disclaimer of Warranty; Limitation of Liability. Company does not guarantee that negotiations with hackers will be successful and Client’s files will be restored. Company does not guarantee or warrant any results or that the Services will meet Client’s expectations or requirements. In no event shall Company or its agents, officers, or employees, or any affiliated company, or any agent, officer, or employee of any such company, be liable for incidental or consequential damages of any kind, including but not limited to, loss of revenue or profits whether resulting from breach of contract, negligence, or otherwise. No claim, suit or action may be brought against company after more than six (6) months from the date the underlying cause of action had occurred.

5. Indemnification.  Client shall indemnify, defend and hold Company, its agents, employees and affiliates harmless against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation, interest, penalties, and attorneys’ fees, that Company shall incur or suffer, which arise, result from or relate to any action taken or omitted on behalf of Client.

6.  Relationship between Parties. The relationship between the parties is intended to be, and is to be construed as, that of independent contracting parties only and not that of employment, partnership, joint venture, agency or any other association whatsoever. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party’s prior consent.

7.  Governing Law and Non-Waiver. This Agreement and any dispute or claim arising out of, or related to it, its subject matter or formation shall be governed by and construed in accordance with the laws of the State of New York. Enforcement of this Agreement is solely in the parties’ discretion, and failure to enforce the Agreement in some instances does not constitute a waiver of right to enforce in other instances.

8.   Arbitration.  Any dispute, controversy or claim arising out of or related to this Agreement shall, upon the request of either party involved, be submitted to and settled by binding arbitration in New York City, NY, pursuant to the rules then in effect of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved).  Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, State or Federal, having jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and counsel. Parties understand that this clause means they waive their right to sue in court and have a jury trial.

9.  Severability and Assignment.  If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.  The parties may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written consent of the other party.

10. Entire Agreement.  The terms and conditions of this Agreement supersede any previous agreement, statement of terms and conditions, or understanding between Client and Company.  All representations or promises relied upon in executing the Agreement are included in the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

By: _____________________________
Name/Title: _______________________

By: _______________________________
Name/Title: _________________________
Date: ________________________________