Business Services Patcher

BUSINESS SERVICES PATCHER AGREEMENT

This Business Services Patcher Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Service Provider maintains expertise and resources to perform patching, updates, configuration adjustments, and related maintenance services to business applications, infrastructure, and managed services (collectively, the Services); and

WHEREAS, Client desires to engage Service Provider to perform such Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider will apply security patches, functional updates, configuration patches, and procedural patches to Client systems in accordance with the Scope of Work and standards described below.

SCOPE OF WORK

Service Provider will perform the Services described in the Scope of Work. Services may include but are not limited to: vulnerability patch deployment, software component updates, configuration remediation, testing patches in a staging environment, rollback procedures, and producing patch logs and reports to Client.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due according to the Payment Schedule. Unpaid amounts shall accrue interest at the rate specified in Late Payment Fee, or if none, at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable collection costs, including attorneys’ fees, for overdue payments.

TERM AND TERMINATION

The term of this Agreement begins on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to termination, nor shall it relieve either party of obligations that by their nature survive termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (Confidential Information). Receiving Party shall not use Confidential Information except for performance under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction. Receiving Party may disclose Confidential Information to the extent required by law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates with any reasonable protective measures.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. Except as otherwise provided herein, the aggregate liability of Service Provider for claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement; provided the indemnified party provides prompt written notice, reasonable cooperation, and sole control of the defense and settlement, provided that no settlement admitting liability or imposing obligations may be entered without the indemnifying party's prior written consent.

NOTICE

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 within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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