Business RMM Template

BUSINESS RMM SERVICE AGREEMENT

This Business Remote Monitoring and Management Service Agreement (Agreement) is entered into as of (Effective Date) by and between with principal place of business at (Service Provider), and with principal place of business at (Client).

WHEREAS

WHEREAS, Service Provider maintains and operates remote monitoring and management systems, software, and related services designed to monitor, manage and maintain information technology infrastructure; and

WHEREAS, Client desires to obtain from Service Provider, and Service Provider agrees to provide, RMM services in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the scope, service levels, payment terms, confidentiality obligations, and other responsibilities of the parties.

SCOPE OF WORK

The services shall include, at a minimum, continuous remote monitoring of covered devices and systems, proactive issue detection, automated patch management, remote remediation of detected issues consistent with agreed service levels, and reporting. Additional services, if any, will be set forth in writing and signed by both parties.

PAYMENT TERMS

Invoices are due in full in accordance with the Billing Schedule. Past due amounts shall accrue a late fee equal to % per month on the unpaid balance, or the maximum rate permitted by applicable law, whichever is lower. Minimum late fee per invoice: $ . Client shall be responsible for reasonable collection costs, including attorneys' fees, for any amounts not paid when due.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Service Provider may suspend services for nonpayment of undisputed invoices after at least ten (10) days' written notice to Client.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without access to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and cooperates with the disclosing party's efforts to seek protective relief.

The receiving party shall (a) use Confidential Information only for the performance of its obligations under this Agreement, (b) restrict disclosure to employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care. These confidentiality obligations survive termination for a period of years.

Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify in writing within days that such return or destruction has been completed.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months immediately preceding the claim. In no event shall either party be liable for special, incidental, consequential, punitive, or exemplary damages, even if advised of the possibility of such damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executive-level representatives. If the dispute remains unresolved within thirty (30) days, the parties may pursue any remedy available at law or equity in the courts of the designated governing state.

ENTIRE AGREEMENT

This Agreement, including any exhibits, statements of work, or service schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

PARTY CONTACTS

Sign Now