Business APM Document Template

Business APM Services Agreement

Recitals

WHEREAS, Client Name: is engaged in the business identified by Client Business Purpose: ; and

WHEREAS, Service Provider: possesses expertise in application performance monitoring, diagnostics, and remediation services (collectively, the "Services"); and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform APM Services for Client, effective as of Effective Date: .

Scope of Work

Service Provider shall perform the Services described below. The Services shall include data collection, instrumentation review, real-time monitoring, alert configuration, incident analysis, performance tuning recommendations, periodic reporting, and up to the mutually agreed remediation tasks set forth in the Scope of Work field.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ (the "Total Fee") for the Services described herein, subject to the payment schedule below.

Invoicing and Due Date: Service Provider will submit invoices in accordance with the Payment Schedule. Payments are due within days of receipt of an undisputed invoice.

Late Payment: Past-due amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Additionally, Client shall reimburse reasonable collection costs and attorneys' fees.

Term and Termination

Term Commencement: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as set forth herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days following receipt of written notice specifying the breach. Material breach includes, but is not limited to, failure to pay undisputed amounts when due or repeated failure to perform material obligations under the Scope of Work.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict access to Confidential Information to employees, contractors, or agents with a need to know, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a disclosure by the receiving party in breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) becomes known to the receiving party from a third party not subject to confidentiality obligations, or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Equitable Relief: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this confidentiality provision and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

Liability; Indemnification

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of each party arising out of this Agreement shall not exceed the Total Fee paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct.

Notices

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or equity in the courts located in the chosen governing state.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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