Business Managed Services Quote

BUSINESS MANAGED SERVICES QUOTE

Parties

Client Name:

Client Contact:

Service Provider:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing managed business services including information technology management, helpdesk support, monitoring, backup, and advisory services; and

WHEREAS, the Client desires to retain the Service Provider to provide the services set forth in this Quote and the Service Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, this Quote, when accepted in writing by the Client, will form the basis of a services engagement between the parties subject to the terms below.

Scope of Work

The Service Provider shall perform the services described below (the "Services"). The Services will be provided in a professional manner consistent with industry standards and to the skill level reasonably expected of comparable providers.

Itemized Services and Fees

The following represents the estimated recurring and one-time fees associated with the Services. Final invoiced amounts will be subject to the terms below.

Payment Terms

Total Estimated Amount: $

Payment Schedule:

Invoicing & Due Date: Provider will invoice as set forth in the payment schedule. Amounts invoiced are due within days of invoice date.

Late Payment: Past due amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for collection costs and attorneys' fees reasonably incurred to collect overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this engagement for convenience upon prior written notice of days to the other party. Service Provider may terminate immediately for material breach by Client if such breach is not cured within ten (10) days of receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services rendered and costs incurred through the effective date of termination, plus any transition work reasonably required to effect an orderly wind-down.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business operations, technical data, trade secrets, customer lists, and pricing.

Obligations: Each party shall (i) use Confidential Information solely for performance or enforcement of this Quote; (ii) restrict disclosure to those employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) protect 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.

Exceptions & Remedies: Confidential Information does not include information that is publicly known, already in the receiving party's possession, rightfully received from a third party, or independently developed. Breach of confidentiality will cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party is entitled to seek injunctive relief in addition to other remedies.

Governing Law

This Quote and any agreement formed upon acceptance hereof shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

Entire Agreement

This Quote, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications. Any modification must be in writing and executed by authorized representatives of both parties.

Acceptance

By signing below, Client accepts this Quote and authorizes the Service Provider to proceed with the Services in accordance with the terms and conditions set forth in this document. Acceptance of this Quote creates a binding contractual obligation between the parties.

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