Business Services Intune

BUSINESS SERVICES INTUNE

Recitals

WHEREAS, Service Provider Name: is in the business of providing managed device and endpoint services, including configuration, policy enforcement and monitoring using Intune and related management tools; and

WHEREAS, Client Name: desires to obtain such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, fees, confidentiality obligations and other terms governing the provision of Business Services Intune;

Parties and Contact Information

Scope of Work

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner consistent with prevailing industry standards:

Services shall include device enrollment and provisioning, policy configuration, application deployment, compliance reporting, remote wipe and support for enrolled endpoints. Deliverables include configuration manifests, deployment plans and weekly status reports unless otherwise agreed in writing.

Payment Terms

Total Fee (fixed or estimated):

Invoices shall be due within days of invoice date. Late payments shall accrue interest at on outstanding balances, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for Services performed through the effective termination date, including any non-cancellable commitments reasonably incurred by Service Provider.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Each party agrees to (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party rightfully and without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law, provided it gives prompt notice and cooperates with any lawful protective order.

Data Security and Compliance

Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect Client data and devices managed under this Agreement. Service Provider shall promptly notify Client of any confirmed security incident affecting Client data or manage devices and shall cooperate in investigating and remediating such incidents.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Notices

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 agree that any dispute arising out of this Agreement shall be resolved by binding arbitration in that state unless the parties mutually agree in writing to litigate.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

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