Business Services Add SDWAN Template

Business Services Add SDWAN Template

This Business Services Addendum for SD-WAN ("Addendum") is entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of designing, supplying, configuring and managing software-defined wide area network solutions and ancillary professional services; and

WHEREAS, Client desires to procure from Service Provider an upgraded SD-WAN solution and associated managed services as described in this Addendum and the parties desire to set forth the scope, compensation, term, and other material terms for such services.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Services shall include, at a minimum: design and architecture of SD-WAN overlay, provisioning of edge appliances where applicable, configuration of routing and security policies, testing and cutover support, ongoing monitoring and incident response, and scheduled maintenance windows. Deliverables, acceptance criteria and any third-party equipment procurement responsibilities are described in the Scope of Work above.

2. Payment Terms

Client shall pay invoices within days of receipt unless otherwise specified in the Payment Schedule. All fees are exclusive of applicable taxes unless otherwise stated; Client is responsible for taxes based on Client's status and jurisdiction.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. A late fee of may be assessed after days past the invoice due date. Service Provider may suspend services for overdue accounts following seven (7) days' prior written notice to Client.

3. Term and Termination

This Addendum commences on the Start Date: and, unless earlier terminated in accordance with this section, shall continue until End Date: .

Either party may terminate this Addendum for material breach of the other party that remains uncured thirty (30) days after written notice specifying the breach. Either party may also terminate for convenience with days' prior written notice. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Addendum, whether disclosed orally, visually, or in writing. Confidential Information does not include information that is: (i) publicly available through no fault of Receiving Party; (ii) rightfully received by Receiving Party from a third party without restriction; (iii) independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) required to be disclosed by law or court order, provided Receiving Party gives prompt notice to Disclosing Party.

Receiving Party shall 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, and shall use Confidential Information solely to perform obligations under this Addendum. All confidential materials and data shall be returned or destroyed upon Disclosing Party's written request or upon termination, except to the extent retention is required by applicable law.

5. Data, Security and Compliance

Service Provider shall maintain commercially reasonable administrative, physical and technical safeguards appropriate to the nature of the data processed under this Addendum. Client is responsible for confirming that the solution meets Client's regulatory obligations; Service Provider shall reasonably cooperate with Client to support compliance efforts consistent with the parties' roles and responsibilities.

6. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. The aggregate liability of each party for claims arising out of this Addendum shall not exceed the total amounts paid or payable by Client to Service Provider under this Addendum during the twelve (12) months preceding the claim.

7. Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles.

8. Entire Agreement; Amendments

This Addendum, together with any referenced statements of work, orders, and the parties' master services agreement (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or waiver of any provision of this Addendum will be effective unless in writing and signed by authorized representatives of both parties.

9. Survival

Sections concerning payment, confidentiality, limitation of liability, governing law and any other provisions that by their nature should survive termination, shall survive the expiration or termination of this Addendum.

10. Notices

Notices under this Addendum shall be in writing and delivered to the addresses specified above or as otherwise designated in writing by the parties.

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