Cyber Security Material Download

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1 Cyber Security Material Download By your entering into this Agreement you will gain access to the Smart Grid Cyber Security Plan Template and related content (Material). The Material is listed in the Appendix and is the property of NRECA and is copyright protected by NRECA with all rights reserved. Through acceptance of the contents of this Agreement you are granted permission to access the Material. You are also given a limited revocable license to use, copy, publish, and/or distribute the Material, without charge, provided proper copyright notice and disclaimer conspicuously appear in all copies. You are also granted a limited revocable license to make modifications to the Material, provided that you submit a complete copy of the revisions you made to the Material to NRECA as well as grant to NRECA unlimited rights to use, copy, incorporate, and/or distribute your modification to the Material under terms similar to this Agreement. You shall be granted a limited license to create derivative works of the Material and sublicense only the derivative work, provided that sublicensees shall be granted no greater rights to the Material than that which is contained in this Agreement. If you have any questions or seek to provide NRECA with notice of modifications to the Material, please contact NRECA at or by e mail at Maurice.Martin@NRECA.coop. In order to obtain permission to use the Material, you must assent to the terms of this Agreement. Your privacy is important to us. Information submitted on this form will not be shared or sold.

2 NRECA Cyber Security License Agreement This License Agreement ( the Agreement ) is a legal agreement between you and the National Rural Electric Cooperative Association with a place of business at 4301 Wilson Blvd, Arlington, Virginia ( Licensor ), which is authorized to grant the rights described here (the Material ). As used in this Agreement, you and Licensee mean the company, entity or individual that is acquiring a license under this Agreement. By clicking on the ACCEPT button below, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual clicks on the ACCEPT button. When they do so, it will also serve as a representation by the individual that s/he is authorized to bind you as a party to this Agreement. If you do not agree to all the terms of this Agreement, click the DO NOT ACCEPT button at the end of this Agreement. I. Definitions. Claims means those claims under contract law, business law, tort law, intellectual property law, trademark, copyright, patents, patent applications, continuations, divisional, reexaminations, reissues and continuations in part anywhere in the world now or in the future. Derivative Work means a product or service that implements all or a portion of the Material. Disclaimer means the following language: THIS MATERIAL IS PROVIDED BY NRECA AND ITS CONTRIBUTORS AS IS AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT

3 SHALL THE NRECA OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) HOWEVER CASUED AND AON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. End User means a company, entity or individual that is the ultimate user of a product or service that incorporates all or a portion of the Material. Material refers to the content of the Smart Grid Cyber Security Plan Template set forth in Exhibit A which may be amended from time to time. Proper Notice refers to 2014 NRECA All Rights Reserved. II. Read, Copy, and Modify License. 1. Grant of License. Licensor hereby grants you the limited revocable license, to access, use, copy, publish and distribute, without charge, the Materialprovided the Proper Notice and Disclaimer conspicuously appears on all copies. You are also granted a limited revocable license to make modifications to the Material, provided that you submit a complete copy of the revisions you made to the Material to Licensor as well as grant to Licensor unlimited irrevocable royalty free right to use, copy, incorporate, publish and/or distribute your modification to the Material under terms similar to this Agreement; however, Licensor is under no obligation to incorporate your modifications into the Material. You shall be granted a limited license to create Derivative Works of the Material and sublicense only the Derivative Work, provided that sublicensees shall be granted no greater rights to the Material than those rights which are contained in this license.. Except for the rights granted above, all other rights in the Material remain with the Licensor. 2. Covenant not to Assert Claims. Licensee acknowledges that the publisher of the Material, Licensor, owns the

4 Material, including any intellectual property rights, trademarks, copyrights, or patents attendant thereto. In consideration of such benefits, and as a precondition to downloading the Material, the Licensee hereby enters into the following covenant not to assert: Licensee irrevocably covenants and agrees that it will not seek to enforce any Claims anywhere in the world at any time now or in the future against Licensor or any of the Licensor s members (or any affiliate thereof) or contributors or developers of the Material for any reason, including but not limited to the use or implementation of the Material or any Derivative Work. 3. No Endorsement. Neither the name of NRECA or contributors of the Material may be used to endorse or promote Derivative Works without specific prior written permission. 4. Intellectual Property. Licensee acknowledges and agrees that the Material shall at all times remain theproperty of Licensor, and nothing in this Agreement shall be construed to convey to Licensee any ownership interest in the Material or Material or any rights other than those expressly granted herein. 5. Support and Maintenance. Licensor shall have no obligation to Licensee or to any End User to support or maintain the Material. 6. No Warranties. THE MATERIAL IS NOT REPRESENTED AS BEING COMPLIANT WITH ANY FEDERAL OR STATE LAW AND LICENSOR ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE MATERIAL BEING DEEMED INCONSISTENT WITH ANY STATUTE, RULE, REGULATION, OR ANY OTHER LEGAL GUIDANCE. NOTHING IN THE MATERIAL SHALL BE CONSTRUED AS A CERTIFICATION OR ACCREDITATION AS TO CYBER SECURITY STANDARDS. THE LICENSOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS MADE BY THE LICENSEE AS TO THE MATERIAL MEETING ANY FEDERAL REQUIREMENTS. THE MATERIAL IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY

5 RIGHTS. IN NO EVENT SHALL LICENSOR, ITS MEMBERS OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENCIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION FOR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MATERIAL, TO ANY PARTY, INCLUDING BUT NOT LIMITED TO LICENSEES, SUBLICENSEES AND END USERS. 7. Third Party Rights. Without limiting the generality of Section II.4 above, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY THE USE OR IMPLEMENTATION OF THE MATERIAL. IF ANY SUCH RIGHTS ARE DESCRIBED IN THE MATERIAL OR DISPLAYED AT LICENSOR S WEBSITE, LICENSOR TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED. 8. Termination of License. 8.1 Breach. In the event of a breach of this Agreement by Licensee, which shall be determined in the Licensor s sole and exclusive discretion, Licensor may immediately or thereafter terminate the licenses granted in this Agreement. Additionally, if any entity other than the Licensor asserts a claim to the Material, Licensor reserves the right to terminate this license in its discretion and without compensation to Licensee or Sublicensee. 8.2 Other than for Breach. (a) In the event that Licensor believes that implementation of any Material may infringe the intellectual property rights of any party that is not willing to make those rights available under terms satisfactory to Licensor, then Licensor may (i) notify Licensee that it has modified the Material, following which Licensee s rights under this Agreement shall be limited to the Material, as so amended, or (ii) terminate this License immediately.

6 (b) Licensor may immediately terminate the licenses granted in this Agreement upon written notice to Licensee. 9. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its members, and the officers, directors, employees and agents of the same, and any developer or contributor to the Material, as determined by Licensor (each, an Indemnified Party ) from all losses, costs, damages, Claims and other expenses (including reasonable attorneys fees) arising out of any Claim by Licensee, End User, Sublicensee or any third party in connection with use of the Material or any Derivative Work. 10. Federal Regulations. Licensee agrees to strictly comply with any federal or state regulations relating to use of the Material, including regulations in other counties if applicable. Licensee acknowledges that it has the sole responsibility to understand and conform to all applicable laws. 11. Miscellaneous Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mail. Notices and correspondence to (a) Licensor must be sent to the address shown above, and (b) to Licensee shall be sent to the address identified by Licensee in the form completed by Licensee below in this Agreement Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the Commonwealth of Virginia, without giving effect to its principles of conflict of law Entire Agreement. This Agreement constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties, and no waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall

7 be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee s right to use the Material. BY: NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION

8 Appendix A The Material consist of the following documents: Guide to Developing a Cyber Security and Risk Mitigation Plan Cyber Security Plan Template Cyber Security Plan Template Sample Data Cyber Security Risk Mitigation Checklist Security Questions for Smart Grid Vendors The Interoperability and Cyber Security Plan (ICSP) Cyber Security Template Scoring Worksheet Cyber Security Template Scoring Worksheet Sample Data Amendments to any of the foregoing