Cybersecurity Services Declination & Waiver (Long-Form / Signer)

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 LONG-FORM signer-style Cybersecurity Services Declination & Waiver. This template uses first-person Signer voice and is intended for retail / SMB execution; the Signer signs both individually and on behalf of the Client business. Default to caution; do_not_send=true if uncertain. Confirm: (1) §2 acknowledgments cover advisory, refusal, risk, financial consequence, responsibility, no-reliance, and voluntary acceptance — each numbered subsection should remain; (2) §4 release and §4.4 carve-outs are intact (carve-out for INTELAMATION's own gross negligence / willful misconduct / fraud must NOT be removed); (3) §6 authority recital is intact for the Signer; (4) for NY-governed drafts confirm the §7 NY block carries the GOL §15-303 general release language and §§5-322.1/5-323 exclusions; (5) §9 initial-each-line acknowledgments are present and not summarized away. Cross-cite Gross v. Sweet, 49 NY2d 102 and Stelluti v. Casapenn, 203 NJ 286 where relevant.

You are reviewing this Waiver from the security-risk-disclosure perspective. Confirm §2.3 enumerates ransomware, BEC, data theft / exfiltration / destruction, regulatory (SHIELD / 23 NYCRR / HIPAA / GLBA / FTC Safeguards / state breach notification), litigation, business interruption, and bankruptcy as Cyber Risks. Verify Exhibit A maps to the actual Recommended Services proposal delivered to the Signer in the sales process and that prices are reflected. Flag generic services that should be specific to this Client.

You are reviewing this Waiver from the commercial / customer-experience angle. The long-form is more retail-friendly (first-person Signer voice); preserve that tone. Verify the Signer block collects the legally meaningful person (decision-maker) and that the Signer is authorized to bind both individually and on behalf of the Client. Watch for tone that reads as adversarial or bullying. Flag if Exhibit A is generic rather than populated with the actual Recommended Services price quote.

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

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# Assumption of Risk, Release, and Waiver of Liability — Refusal of Recommended Cybersecurity Services

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

PLEASE READ CAREFULLY BEFORE SIGNING. This document affects your legal rights if you, your business, your network, your data, or any user in your organization suffers a cybersecurity incident, data loss, or breach. By signing, you are giving up your right to sue Intelligent Automation, LLC for the consequences of declining the cybersecurity protections we recommended.

## 1. Parties

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

Intelligent Automation, LLC, a New Jersey limited liability company, d/b/a Intelamation ("INTELAMATION"); and

{{.ClientLegalName}}, a {{.ClientState}} {{.ClientEntityType}} ("Client"), together with the individual signing on Client's behalf (the "Signer").

INTELAMATION, Client, and Signer are referred to individually as a "Party" and collectively as the "Parties."

## 2. Acknowledgments by Client and Signer

Signer, on behalf of Client and individually, acknowledges and agrees:

**2.1** INTELAMATION has advised me of, presented, and offered cybersecurity services, hardware, and software solutions appropriate for my business (the "Recommended Services"). The specific Recommended Services offered to me are listed and initialed on Exhibit A.

**2.2** I understand and refuse the purchase and use of the Recommended Services listed on Exhibit A (the "Declined Services").

**2.3** I understand that refusing the Declined Services creates a material risk of: business interruption; loss, theft, destruction, or unauthorized disclosure of electronic data; cybersecurity breach; ransomware and other malicious attacks; regulatory investigation, fines, and penalties (including under HIPAA, GLBA, the FTC Safeguards Rule, the NJ Identity Theft Prevention Act, the NY SHIELD Act, 23 NYCRR Part 500, and state breach-notification laws); third-party lawsuits and class actions; loss of property; financial loss; reputational harm; and impairment — temporary or permanent — of my business operations, including the risk of insolvency, bankruptcy, or the complete demise of my business (collectively, the "Cyber Risks").

**2.4** I understand that the financial repercussions of a cybersecurity incident may be significant — possibly catastrophic — and that no matter how severe the impact on my business, those repercussions are not the responsibility of INTELAMATION in any way.

**2.5** I understand that all possible outcomes arising from my refusal of the Declined Services are my responsibility. INTELAMATION has strongly recommended that I not assume these risks.

**2.6** I have not relied on any oral statement, promise, or representation by INTELAMATION other than what is written in this Agreement. I have had the opportunity to consult independent legal counsel, my insurance broker, and any other advisor of my choosing before signing.

**2.7** I am knowingly, voluntarily, and of my own free will accepting the rights, responsibilities, and risks described above.

## 3. Assumption of Risk

Client and Signer expressly, knowingly, and voluntarily assume all Cyber Risks — whether known or unknown, foreseeable or unforeseeable, direct or consequential — arising from or related to the refusal of the Declined Services, including the risk of total data loss, total business loss, insolvency, and bankruptcy.

## 4. Release and Waiver of Liability

**4.1 Release.** To the fullest extent permitted by law, Client and Signer, on behalf of themselves and their parents, subsidiaries, affiliates, successors, assigns, heirs, executors, administrators, personal representatives, members, shareholders, officers, directors, employees, agents, insurers, and subrogees (collectively, "Releasors"), hereby forever release, acquit, and discharge INTELAMATION 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, 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, that Releasors ever had, now have, or may have, arising from or related to (a) the Declined Services, (b) my election not to procure the Declined Services, (c) any Cyber Risk that materializes, and (d) any cybersecurity incident affecting Client (the "Released Claims").

**4.2 Scope.** The Released Claims include claims for negligence, professional malpractice, breach of contract, breach of warranty, misrepresentation, negligent misrepresentation, failure to warn, failure to advise, and any claim under any statute, regulation, or common law.

**4.3 Covenant Not to Sue.** Releasors covenant not to commence or prosecute any action against any Releasee based on a Released Claim.

**4.4 Carve-Outs.** This release does not apply to (a) INTELAMATION's gross negligence, willful misconduct, or fraud; (b) any claim that, under the governing law of this Agreement, may not be released by contract; or (c) INTELAMATION's obligations under any separate written agreement covering services Client has actually procured.

**4.5 Binding Effect.** This release binds — and inures to the benefit of — Releasors' and Releasees' parents, subsidiaries, affiliates, successors, assigns, heirs, executors, administrators, personal representatives, members, shareholders, officers, directors, employees, agents, insurers, and subrogees. Client and Signer represent that no Released Claim has been assigned or transferred to any third party.

## 5. Indemnification

Client shall defend, indemnify, and hold harmless the Releasees from and against any third-party claim, loss, damage, liability, cost, or expense (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. This indemnity does not require Client to indemnify a Releasee for that Releasee's own gross negligence or willful misconduct.

## 6. Authority and Representations

Signer represents and warrants that: (a) Signer is duly authorized to bind Client; (b) Client and Signer have read and understand every provision of this Agreement, including Sections 3 and 4; (c) Client and Signer are signing freely and without duress; and (d) the consideration — including INTELAMATION's continued willingness to provide non-cybersecurity services and the cybersecurity advisory already rendered — is good and sufficient.

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

{{.GoverningClause}}

## 8. Miscellaneous

**8.1 Entire Agreement.** This Agreement and Exhibit A are the entire agreement between the Parties regarding the Declined Services and supersede all prior oral or written communications on the subject.

**8.2 Severability.** If any provision is held invalid, the remainder remains in 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 a writing signed by both Parties.

**8.5 Counterparts; Electronic Signatures.** Execution by counterpart and by electronic signature is permitted and enforceable.

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

## 9. Final Acknowledgment

By signing below, I confirm — and initial each of the following:

____  I was advised of and offered INTELAMATION's Recommended Services.

____  I voluntarily refuse the Declined Services listed on Exhibit A.

____  I understand and accept the Cyber Risks, including the risk of total data loss, business interruption, insolvency, and bankruptcy.

____  I forever release INTELAMATION and its agents, officers, employees, affiliates, insurers, and assigns from any and all claims arising from the Declined Services.

____  This release binds my heirs, executors, administrators, successors, and assigns, and binds the business I represent.

____  I have had the opportunity to consult independent legal counsel.

## Signature Block

**INTELLIGENT AUTOMATION, LLC (d/b/a Intelamation)**

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

**CLIENT**

Business Legal Name: {{.ClientLegalName}}
Business Address:    {{.BusinessAddress}}
Business Phone:      {{.BusinessPhone}}

Signer Name (print): {{.SignerName}}
Signer Title:        {{.SignerTitle}}
Signer Phone:        {{.SignerPhone}}

Signer Signature: _________________________________   Date: {{.EffectiveDate}}

## Exhibit A — Declined Services

The Signer has reviewed each of the following Recommended Services and initials each line that Client refuses:

| # | Recommended Service | Quoted Price | Refused — Initials |
|---|---------------------|--------------|--------------------|
| 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 / Identity Monitoring | $______ | ______ |
| 10 | Incident Response Retainer | $______ | ______ |
| 11 | Cyber-Insurance Readiness Review | $______ | ______ |
| 12 | Other: ___________________________________ | $______ | ______ |

Signer Initials confirming Exhibit A: ______   Date: ______________