Business Services M365 Template

Business Services M365 Template

Parties and Recitals

This Business Services Agreement (the Agreement) is entered into as of the Effective Date by and between:

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, Service Provider is engaged in the business of providing cloud services, licensing configuration, migration, management and related professional services for Microsoft 365 and associated productivity and security tooling; and

WHEREAS, Client desires to retain Service Provider to perform certain Microsoft 365 implementation, administration, and support services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Services shall include configuration, tenant assessment, migration planning, security baseline implementation, user and group provisioning, training sessions, and ongoing support as set forth above. Any material changes to the scope will require a written change order signed by both parties.

Payment Terms

Invoices will be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of a properly submitted invoice.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum lawful rate if less). Client shall also reimburse reasonable collection costs and attorneys’ fees.

Bank Transfer Credit Card Check

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure within 30 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including technical materials, business plans, customer data, credentials and security configurations.

Obligations: Each recipient shall (a) use Confidential Information solely to perform or receive the Services, (b) restrict disclosure to its employees and contractors with a need to know, and (c) 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.

Return or Destroy: Upon termination or written request, recipient shall return or certify destruction of Confidential Information, except where retention is required by law for a period no longer than necessary. Confidentiality obligations shall survive termination for a period of years.

Intellectual Property and License

Ownership: Client retains ownership of Client Data. Service Provider retains ownership of pre-existing tools, templates, methodologies and intellectual property (Provider Materials). Service Provider grants Client a limited, non-exclusive, non-transferable license to Provider Materials only to the extent necessary to use the deliverables.

Representations, Warranties and Limitations

Each party represents that it has authority to enter this Agreement. Service Provider warrants that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for gross negligence, willful misconduct or breaches of confidentiality, neither party shall be liable for incidental, consequential, or special damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid to Service Provider under this Agreement during the 12 months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles.

Disputes shall be resolved first through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration in the agreed jurisdiction, unless the parties mutually agree otherwise in writing.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: Notices must be in writing and delivered to the addresses specified by the parties. Electronic delivery by email is permitted when receipt is acknowledged.

Severability: If any provision is held unenforceable, the remainder of the Agreement shall remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions, proposals, and agreements. No amendment is effective unless in writing and signed by authorized representatives of both parties.

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