Business Managed Services Contract

BUSINESS MANAGED SERVICES CONTRACT

This Business Managed Services Contract (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing managed business services, including systems monitoring, maintenance, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform managed services described herein and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any material change to the scope shall require a written change order signed by both parties that sets forth adjustments to fees, schedule, and deliverables.

2. Payment Terms

All fees are exclusive of taxes. Client shall pay any applicable sales, use, value-added, or other taxes arising from this Agreement, except taxes based on Service Provider's net income. Invoices are due as set forth in the Billing Schedule. Overdue amounts shall accrue the Late Fee until paid. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses.

3. Term and Termination

Commencement Date: Termination Date:

This Agreement shall commence on the Commencement Date and continue until the Termination Date unless earlier terminated as provided herein. Either party may terminate for convenience upon providing the other party the number of days' prior written notice specified above. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay accrued fees for Services rendered through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer lists, trade secrets, and technical information.

Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, or agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those contained herein; and (c) safeguard Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment or a protective order.

5. Representations; Limitation of Liability; Independent Contractor

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

The parties agree that Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider retains the right to control the means and methods of performing the Services, subject to the scope and standards set forth in this Agreement.

6. Data Security and Privacy

Service Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the Confidential Information and Personal Data processed in connection with the Services. In the event of a data breach affecting Client's Confidential Information or Personal Data, Service Provider shall promptly notify Client and take reasonable steps to mitigate the effect of the breach.

7. 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.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and signed change orders, 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. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

9. Survival

The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to payment obligations, confidentiality, limitation of liability, and governing law.

10. Notices

All notices under this Agreement shall be in writing and delivered to the notice addresses provided above or to such other address as a party may designate in writing. Notices are effective upon receipt.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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