Business Services MSP

Business Services Managed Service Provider Agreement

This Managed Service Provider Agreement (the "Agreement") is made effective as of by and between:

PARTIES

RECITALS

WHEREAS, MSP provides managed information technology and business services, including but not limited to systems monitoring, maintenance, and support, as further described below; and

WHEREAS, Client desires to engage MSP to provide managed services in accordance with the terms and conditions set forth in this Agreement and MSP is willing to provide such services to Client on those terms.

WHEREAS, the parties intend that the terms of their relationship be governed solely by this Agreement and any written amendments executed by both parties.

SCOPE OF WORK

MSP shall provide the managed services and other professional services described below. The parties may attach an addendum describing specific deliverables, tasks, schedules, and acceptance criteria; where there is a conflict, the terms of this Agreement shall control unless the parties expressly agree in writing otherwise.

SERVICE LEVELS

MSP will use commercially reasonable efforts to meet the service levels set forth below. Response and resolution times are measured from the time a service ticket is submitted by Client or opened by MSP pursuant to Client notification procedures.

PAYMENT TERMS

Client shall pay MSP the fees set forth below in consideration of MSP's performance under this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices unpaid after the payment due date shall accrue interest at the rate specified above and MSP may suspend services following ten (10) days' written notice of non‑payment until amounts due are paid in full. Client is responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement immediately for material breach by the other party that is not cured within thirty (30) days after written notice. Termination does not relieve Client of its obligation to pay fees for services performed and reimbursable expenses incurred prior to the termination effective date.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. Confidential Information means non-public business, technical or financial information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information solely for performance of this Agreement, (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) take reasonable measures to protect confidentiality.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or a party's indemnity obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of MSP for any claim arising out of or in connection with this Agreement shall be limited to the total fees paid by Client to MSP under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold MSP harmless from and against any third-party claims arising from Client's negligence, intentional misconduct, or Client's breach of its obligations under this Agreement, except to the extent caused by MSP's negligence or willful misconduct.

DATA SECURITY & PRIVACY

MSP will maintain reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction. MSP will notify Client promptly upon becoming aware of any unauthorized access to Client Data and will cooperate in investigations and remediation. Client retains sole responsibility for backups of Client Data unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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