Business Services SRE

BUSINESS SERVICES SRE AGREEMENT

This Business Services SRE Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: , located at , and Client: , located at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing site reliability engineering, systems reliability, and related operational services designed to maintain availability, observability, incident response and on-call rotations (the Services); and

WHEREAS, Client desires to retain Service Provider to perform the Services described in this Agreement, and Service Provider is willing to perform such Services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment terms, confidentiality, and other obligations governing the provision of SRE services.

SCOPE OF WORK

Service Provider shall provide SRE Services including, without limitation, platform reliability engineering, incident management, post-incident reviews, capacity planning, automation of operational processes, runbook authoring, and on-call rotations as described below. Specific deliverables, performance metrics and service hours shall be set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise specified. Service Provider shall invoice Client in accordance with the schedule selected below. Unless otherwise stated in writing, invoices are payable within the invoice period described herein.

Monthly retainer Milestone / deliverable Time and materials

All undisputed invoices overdue beyond the Invoice Due period shall accrue interest at the Late Fee rate specified above or the maximum rate permitted by law, whichever is lower. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Cure Period specified above after receipt of written notice. Either party may terminate for insolvency, bankruptcy, or appointment of a receiver. Client may terminate for convenience upon providing written notice as set forth below and paying Service Provider for Services performed and non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), including but not limited to architecture diagrams, source code, runbooks, monitoring configurations, incident reports, business plans, and customer data. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without breach of obligation; (c) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) required to be disclosed by law or court order (provided the Receiving Party provides prompt notice to permit protective measures).

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) 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. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such destruction if requested.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of the Confidentiality obligations, liability for willful misconduct or gross negligence, and indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential or punitive damages.

Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify Service Provider for claims arising from Client's misuse of Services, violation of law, or material breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through senior representatives; if unresolved within forty-five (45) days, either party may pursue any available legal or equitable remedy.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, proposals, and representations. 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 party, except to an affiliate or in connection with a sale of substantially all assets or equity. If any provision is held unenforceable, the remainder shall continue in full force. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

NOTICES

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