Business Process Automated Patches

BUSINESS PROCESS AUTOMATED PATCHES AGREEMENT

Client Name:

Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client operates business processes and systems that require periodic software and configuration updates to maintain security, stability, and compliance; and

WHEREAS, Service Provider has expertise and operational capability to design, schedule, implement, test and, where necessary, roll back automated patches to Client systems in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to define the scope, scheduling, payment, confidentiality and other obligations applicable to automated patching of Client business processes;

SCOPE OF WORK

PAYMENT TERMS

Payment Amount: $

Late Payment Fee:

All amounts are payable in lawful currency and exclusive of taxes unless otherwise specified. Service Provider shall provide invoices that itemize labor, materials and any third-party costs. Client will reimburse pre-approved third-party costs consistent with the payment schedule.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for 30 days following written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical and operational information, patch schedules, deployment scripts, source code, configuration details, and security assessments.

Recipient agrees to: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by obligations of confidentiality no less restrictive than those herein; and (c) employ reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information excludes information that: (i) is or becomes publicly available without breach by recipient; (ii) was rightfully known to recipient prior to disclosure; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided recipient gives prompt notice and cooperates with any protective measures.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive jurisdiction and venue for disputes shall lie in the state or federal courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and statements of work attached and signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, proposals or agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is responsible for its taxes, benefits and insurance.

Indemnification. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement, subject to customary procedures for notice and defense.

Sign Now