Cybersecurity Services Declination & Waiver (Formal)

Persona prompts

The system prompts used by the Legal / CISO / CEO personas when drafting and reviewing this template. Inherited from the Intelligent Automation MSP-attorney baseline.

You are reviewing the FORMAL Cybersecurity Services Declination & Waiver. Default to extreme caution; do_not_send=true if uncertain. Confirm: (1) the Section 3 release language is unambiguous and Releasors / Releasees are comprehensively enumerated; (2) gross negligence is waived only to the extent the governing-law state permits (NJ permits a broader waiver than NY); (3) the carve-outs in §3.4 are intact; (4) for NY governing-state drafts, REQUIRE that the following inserts have been added or explicitly waived by counsel: (a) §1.4 Regulatory Acknowledgment (SHIELD Act / 23 NYCRR Part 500), (b) §3.3 GOL §§ 5-322.1 / 5-323 / 15-303 exclusions, (c) §3.5 General Release Language under GOL § 15-303, (d) §5 indemnification carve-back for IA's own gross negligence / willful misconduct, (e) §9 final acknowledgment carries a New York-specific tag. If any of these is missing from a NY draft flag as block-severity. Cross-cite Gross v. Sweet, 49 NY2d 102 and Sommer v. Federal Signal, 79 NY2d 540 in findings.

You are reviewing this Waiver from the security-risk-disclosure perspective. Confirm §1.2 Risks Disclosed enumerates the cybersecurity risks the Client is electing to bear (ransomware, BEC, data exfiltration, regulatory, third-party suits, business interruption, bankruptcy). For NY-governed drafts, verify SHIELD Act and 23 NYCRR Part 500 are named in §1.2. Verify Exhibit A maps to the actual recommended services delivered to the Client in the sales process; flag if generic offerings remain when specific ones were declined.

You are reviewing this Waiver from the commercial / customer-experience angle. Verify Exhibit A is filled in with the Client's real declined items, not a generic placeholder. Confirm signature block collects the individual authorized to bind the Client (decision-maker title + name). Watch trade-name vs legal-entity ambiguity. Flag adversarial tone or anything that could be perceived as bullying — this is a defensive instrument but customer-facing.

Merge fields

Filled in by the "New agreement" form before the AI personas draft.

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# Cybersecurity Services Declination, Assumption of Risk, Release, and Waiver of Liability

> AI-Drafted via Argos Counsel — DRAFT for attorney review. Not legal advice.

This Cybersecurity Services Declination, Assumption of Risk, Release, and Waiver of Liability (this "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between:

Intelligent Automation, LLC, a New Jersey limited liability company d/b/a Intelamation, with offices at {{.IAAddress}} ("IA"); and

{{.ClientLegalName}}, a {{.ClientState}} {{.ClientEntityType}} with offices at {{.ClientAddress}} ("Client").

IA and Client are referred to individually as a "Party" and collectively as the "Parties."

## 1. Recitals and Acknowledgments

### 1.1 Advisory Provided

IA has presented to Client one or more cybersecurity offerings, including, without limitation: managed detection and response (MDR/EDR), 24×7 security operations center (SOC) monitoring, endpoint protection, email security and anti-phishing, multi-factor authentication enforcement, vulnerability management and patching, security awareness training, immutable and offsite backup, business continuity and disaster recovery (BCDR), dark-web monitoring, identity protection, incident response retainer, cyber-insurance readiness review, and related professional services (collectively, the "Recommended Services"). The specific Recommended Services presented to Client are listed on Exhibit A.

### 1.2 Risks Disclosed

IA has informed Client, and Client acknowledges and agrees, that declining some or all of the Recommended Services materially increases the likelihood and severity of cybersecurity incidents, including but not limited to: (a) ransomware, wiper malware, and other destructive attacks; (b) business email compromise and wire-fraud loss; (c) unauthorized access to, exfiltration of, alteration of, or destruction of data, including personal information, protected health information, payment-card data, and trade secrets; (d) regulatory investigations, fines, and penalties (including under HIPAA, GLBA, FTC Safeguards Rule, NJ Identity Theft Prevention Act, and state breach-notification statutes); (e) third-party and class-action litigation; (f) business interruption, lost revenue, and reputational harm; (g) contractual breach and loss of customers; and (h) total business failure, insolvency, or bankruptcy (collectively, the "Cyber Risks").

### 1.3 Voluntary Declination

Client has, of its own free will, and after the opportunity to consult with independent counsel, insurance brokers, and other advisors of its choosing, elected NOT to purchase, subscribe to, deploy, or use the Recommended Services identified on Exhibit A (the "Declined Services"). Client's election is voluntary, knowing, and informed.

### 1.4 No Reliance

Client has not relied on any representation by IA other than those expressly set forth in this Agreement, and Client acknowledges that IA has not warranted, and cannot warrant, that any alternative security measures Client has elected (or elected not) to deploy are adequate to prevent or mitigate the Cyber Risks.

## 2. Assumption of Risk

Client expressly, knowingly, and voluntarily assumes all Cyber Risks — whether known or unknown, foreseeable or unforeseeable, direct or consequential — arising from or in any way related to Client's declination of the Declined Services. Client acknowledges that the consequences of a cybersecurity incident may include the complete loss of Client's business, total loss of data, insolvency, and bankruptcy, and Client assumes those consequences in full.

## 3. Release and Waiver of Liability

### 3.1 Release

To the fullest extent permitted by law, Client, on behalf of itself and its parents, subsidiaries, affiliates, successors, assigns, heirs, executors, administrators, personal representatives, members, shareholders, officers, directors, employees, agents, insurers, and subrogees (collectively, "Releasors"), hereby fully, finally, and forever RELEASES, ACQUITS, AND DISCHARGES IA and its parents, subsidiaries, affiliates, predecessors, successors, assigns, members, managers, officers, directors, employees, agents, contractors, subcontractors, vendors, and insurers (collectively, "Releasees") from any and all claims, demands, causes of action, suits, debts, liabilities, obligations, losses, damages (including direct, indirect, incidental, special, consequential, exemplary, and punitive damages), costs, expenses, and attorneys' fees, of every kind and nature, whether at law or in equity, whether known or unknown, suspected or unsuspected, accrued or unaccrued, that Releasors ever had, now have, or hereafter can, shall, or may have, arising from or in any way related to: (a) the Declined Services; (b) Client's election not to procure the Declined Services; (c) any Cyber Risk that materializes; and (d) any cybersecurity incident affecting Client (collectively, the "Released Claims").

### 3.2 Scope of Release

The Released Claims include, without limitation, claims for negligence, gross negligence (to the fullest extent waivable under the governing law of this Agreement), professional malpractice, breach of contract, breach of warranty, breach of fiduciary duty, misrepresentation, negligent misrepresentation, failure to warn, failure to advise, unjust enrichment, indemnification, contribution, and any claim under any statute, regulation, or common law.

### 3.3 Covenant Not to Sue

Releasors covenant and agree not to commence, prosecute, or permit to be commenced or prosecuted against any Releasee any action, suit, arbitration, or other proceeding based upon any Released Claim.

### 3.4 Carve-Outs

Notwithstanding the foregoing, this release does not apply to (a) IA's willful misconduct or fraud; (b) claims that cannot be released as a matter of law; or (c) IA's obligations under any separate written agreement for services Client has actually procured from IA.

## 4. Binding Effect

This Agreement binds, and inures to the benefit of, the Parties and their respective parents, subsidiaries, affiliates, successors, assigns, heirs, executors, administrators, personal representatives, trustees, receivers, members, shareholders, officers, directors, employees, agents, insurers, and subrogees. Client represents and warrants that no Released Claim has been assigned, transferred, or pledged to any third party.

## 5. Indemnification

Client shall defend, indemnify, and hold harmless the Releasees from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) any Released Claim asserted by a Releasor in breach of this Agreement, or (b) any third-party claim arising out of a cybersecurity incident affecting Client where such claim seeks recovery from a Releasee.

## 6. Representations and Warranties of Client

Client represents and warrants that: (a) the individual signing this Agreement on Client's behalf is duly authorized to bind Client; (b) Client has had the opportunity to review this Agreement with independent legal counsel; (c) Client has read and understands every provision of this Agreement, including the assumption of risk in Section 2 and the release in Section 3; (d) Client is signing this Agreement freely, voluntarily, and without duress or coercion; and (e) the consideration received by Client (including, without limitation, IA's continued willingness to provide non-cybersecurity services and the cybersecurity advisory previously rendered) is good and sufficient consideration for this Agreement.

## 7. Governing Law, Venue, and Jury Waiver

{{.GoverningClause}}

## 8. Miscellaneous

### 8.1 Entire Agreement

This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties regarding the Declined Services and supersedes all prior oral or written communications on the subject.

### 8.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable and reflect the Parties' intent.

### 8.3 No Construction Against Drafter

This Agreement shall not be construed against any Party as the drafter.

### 8.4 Amendment

No amendment is effective unless in writing and signed by both Parties.

### 8.5 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

### 8.6 Survival

Sections 2, 3, 4, 5, 7, and 8 survive any termination of any other agreement between the Parties.

## 9. Client's Final Acknowledgment

BY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT:

- Client was advised of and offered IA's Recommended Services.
- Client voluntarily declines the Declined Services listed on Exhibit A.
- Client understands and accepts the Cyber Risks, including the risk of total data loss, business interruption, insolvency, and bankruptcy.
- Client forever releases IA and its agents, officers, employees, and affiliates from any and all claims arising from the Declined Services, to the fullest extent permitted by the governing law of this Agreement.
- This release binds Client's heirs, executors, administrators, successors, and assigns.
- Client has had the opportunity to consult independent legal counsel.

## Signatures

**INTELAMATION, LLC**

By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________

**{{.ClientLegalName}}**

By: ______________________________
Name (print): ____________________
Title: ___________________________
Date: {{.EffectiveDate}}

## Exhibit A — Declined Services

| # | Recommended Service | Monthly/Annual Price Quoted | Declined |
|---|---------------------|-----------------------------|:--------:|
| 1 | Managed Detection & Response (MDR/EDR) | $___ | ☐ |
| 2 | 24×7 SOC Monitoring | $___ | ☐ |
| 3 | Email Security / Anti-Phishing | $___ | ☐ |
| 4 | Multi-Factor Authentication Enforcement | $___ | ☐ |
| 5 | Vulnerability Management & Patching | $___ | ☐ |
| 6 | Security Awareness Training | $___ | ☐ |
| 7 | Immutable / Offsite Backup | $___ | ☐ |
| 8 | Business Continuity / Disaster Recovery | $___ | ☐ |
| 9 | Dark-Web Monitoring | $___ | ☐ |
| 10 | Incident Response Retainer | $___ | ☐ |
| 11 | Cyber-Insurance Readiness Review | $___ | ☐ |
| 12 | Other: ______________________________ | $___ | ☐ |

Client Initials: _______   Date: _______