Business Services O365 NCE Template

Business Services O365 NCE Template

This Business Services Agreement (the Agreement) is entered into by and between Client Name: and Service Provider: . Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of procuring, provisioning and supporting cloud-based productivity and collaboration services, including Microsoft Office 365 via the New Commerce Experience (O365 NCE), and has the capability to deliver migration, license procurement, and operational support services to enterprise clients;

WHEREAS, Client desires to engage Service Provider to procure and manage O365 NCE subscriptions, provide associated professional services, and manage billing and lifecycle events in accordance with the terms of this Agreement;

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

Scope of Work

Service Provider will perform the services described in this Scope of Work. Services include procurement of O365 NCE subscriptions, tenant provisioning, migration assistance, ongoing administrative support, and license lifecycle management.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the performance of the services and procurement of O365 NCE subscriptions. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue a late fee of per month on overdue balances, or the maximum permitted by law, whichever is less. Client is responsible for all collection costs, including reasonable attorneys' fees.

Term and Termination

The Term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Upon termination, Client shall pay for all services performed and licenses procured through the effective date of termination. Service Provider will provide reasonable transition assistance for a period of at a rate agreed in writing, and will coordinate license transfer or cancellation consistent with O365 NCE policies and applicable vendor terms.

Confidentiality

Each party (the Recipient) shall hold in confidence and not disclose or use any Confidential Information of the other party (the Discloser) except as necessary to perform under this Agreement. "Confidential Information" includes non‑public business and technical information, customer data, and pricing.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. The Recipient may disclose Confidential Information when required by law, provided the Recipient gives prompt notice and cooperates with any protective measures reasonably available to the Discloser.

Compliance, Data Handling and Intellectual Property

Client retains ownership of its data. Service Provider will process Client data only as necessary to provide the services and in accordance with Client's documented instructions. Each party will comply with applicable data protection and export control laws. Service Provider warrants that it has the right to resell or provision O365 NCE licenses and will comply with vendor terms; Client acknowledges that vendor license terms and vendor change controls may affect availability and pricing.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, or breaches of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. Service Provider will indemnify Client against third-party claims arising from Service Provider's gross negligence in performing services; Client will indemnify Service Provider for claims arising from Client data or misuse of licenses.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes not subject to mandatory arbitration.

Entire Agreement

This Agreement, including any attached statements of work and purchase schedules, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Acceptance

The parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above.

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