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vCISO Partner Agreement

Last Updated: October 27, 2025

This vCISO Partner Agreement ("Agreement") is between the vCISO ("Service Provider" or "vCISO") and TruCISO ("TruCISO" or "the Platform"). This Agreement governs the Service Provider's access to and use of the TruCISO Platform as a service provider.

1. Relationship

The Service Provider is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the Service Provider and TruCISO. The Service Provider is solely responsible for their own taxes, insurance, and business expenses. The Service Provider warrants that they operate as a separate business entity and comply with all applicable tax, labor, and professional licensing laws.

2. Verification Process

The Service Provider agrees to undergo and successfully complete the Platform's verification process, which may include identity, academic, certification, background, and skills checks. The Service Provider warrants that all information provided is accurate, complete, and not misleading. TruCISO reserves the right to suspend or terminate the Service Provider's account if verification fails, if information is found to be inaccurate, or if the Service Provider fails to maintain required certifications. The Service Provider must promptly update TruCISO on any changes to their credentials.

3. Service Listings & Conduct

The Service Provider is responsible for creating and maintaining their service listings, ensuring they accurately describe their services, qualifications, pricing, and availability. The Service Provider agrees to conduct themselves professionally and ethically when interacting with Clients and using the TruCISO Platform, including complying with all applicable laws, industry standards (e.g., NIST, ISO 27001), and anti-discrimination policies. The Service Provider must not offer illegal services, infringe third-party rights, or engage in fraudulent activity. Violations may result in removal of listings or account actions.

4. Platform Communication Policy

The Service Provider must conduct all client communication through the TruCISO Platform. The Service Provider is expressly prohibited from:

  • Sharing their direct email address, phone number, or other contact information with clients.
  • Requesting clients' direct contact information.
  • Attempting to move client relationships off the TruCISO Platform.
  • Bypassing the Platform for payment or service delivery.

For 24 months after any Client introduction via the Platform, the Service Provider may not engage the Client directly for services without TruCISO's written approval and payment of a conversion fee (up to 18% of the annualized engagement value). Violation of this policy may result in immediate account suspension and/or permanent removal from the TruCISO Platform, forfeiture of pending payments, and potential legal action.

5. Platform Fees

In consideration for the use of the TruCISO Platform, TruCISO will charge a service fee of eighteen percent (18%) on all payments processed for direct consulting services ("Platform Fee"). This fee is calculated from the total amount paid by the Client for the Service Provider's services. The Platform Fee will be automatically deducted from the payment disbursed to the Service Provider. The Service Provider will receive the remaining eighty-two percent (82%) of the Client's payment, net of any applicable taxes or withholdings. This fee does not apply to commissions earned from the Partner Solution Referral Program, which are governed by their own terms. Payments to the Service Provider will be disbursed within 30 days of Client approval and remittence, subject to any disputes or holds.

6. Confidentiality

The Service Provider agrees to keep confidential all non-public information about TruCISO, its business operations, technology, and any Client data accessed through the Platform. Confidential information shall not be disclosed to third parties without TruCISO's prior written consent, except as required by law. Obligations survive for 5 years post-termination. Upon termination, the Service Provider shall return or destroy all confidential information.

7. Compliance and Enforcement

TruCISO reserves the right to monitor Platform communications, listings, and activities to ensure compliance with these terms, detect fraud, or improve services. Suspected violations will be investigated and may result in account restrictions, suspension, or termination at TruCISO's sole discretion. The Service Provider consents to such monitoring and agrees to cooperate with investigations.

8. Intellectual Property

The Service Provider grants TruCISO a non-exclusive, royalty-free, perpetual license to use, display, and promote their listings, profiles, feedback, and any content submitted to the Platform for operational, marketing, and analytical purposes. The Service Provider warrants that their content does not infringe third-party intellectual property rights. TruCISO owns all rights to the Platform and its underlying technology.

9. Warranties

The vCISO represents and warrants that: (i) they have the necessary qualifications, licenses, and expertise to provide cybersecurity services; (ii) their services will comply with applicable laws and standards; (iii) they maintain professional liability insurance; and (iv) they will not use the Platform for unlawful purposes. TRUCISO PROVIDES THE PLATFORM "AS IS" AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED.

10. Indemnification

The Service Provider agrees to indemnify, defend, and hold harmless TruCISO, its affiliates, officers, and employees from any claims, losses, damages, or expenses (including legal fees) arising from the Service Provider's breach of this Agreement, their services, infringement of intellectual property, or violation of laws.

11. Limitation of Liability

TRUCISO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (E.G., LOST PROFITS OR DATA). TRUCISO'S TOTAL LIABILITY TO THE SERVICE PROVIDER IS LIMITED TO THE PLATFORM FEES RETAINED FROM THE SERVICE PROVIDER'S TRANSACTIONS IN THE 12 MONTHS PRIOR TO THE CLAIM.

12. Termination

This Agreement commences upon the Service Provider's acceptance and continues until terminated. The Service Provider may terminate by closing their account if no obligations remain. TruCISO may terminate or suspend the Service Provider's account at any time for breach, non-compliance, or at TruCISO's discretion, with or without notice. Upon termination, the Service Provider forfeits unpaid fees, and surviving obligations (e.g., confidentiality, non-circumvention) continue.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Singapore. If there are disputes, differences and/or claims arising in connection with this Agreement, then at the first level it will be resolved by deliberation within a period of 30 days and if no deliberative settlement is reached, then the Parties agree to resolve it through the Singapore International Arbitration Centre ("SIAC") domiciled in Singapore. The settlement process through SIAC is subject to the SIAC Arbitration Rules ("SIAC Rules") for the time being in force, which are deemed to be an inseparable part of this Article. The arbitration proceedings will be conducted in English. No class actions are permitted. The prevailing party is entitled to recover costs and fees.

14. Force Majeure

Neither party is liable for delays or failures due to events beyond their reasonable control (e.g., natural disasters, cyber attacks).

15. Entire Agreement

This Agreement constitutes the entire understanding between the Service Provider and TruCISO and supersedes all prior agreements. Amendments must be in writing and signed by both parties.