Business Support Info Template

BUSINESS SUPPORT INFO TEMPLATE

This Business Support Agreement (the Agreement) is entered into by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is duly organized and experienced in providing business technical and operational support services, including but not limited to systems administration, user support, and process consulting; and

WHEREAS, Client requires ongoing business support services as described herein and desires to engage Service Provider pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing such support.

BUSINESS AND CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the support services described below. Deliverables, service levels, exclusions, and change control procedures are set forth in this section and any appended schedules executed by the parties.

Standard service inclusions (check all that apply):

Remote support (troubleshooting, configuration)
On-site visits (per incident or scheduled)
Systems monitoring and alerting
Process and technical consulting
End-user training and documentation

Support hours and response times: Response Time for Priority 1 incidents: ; Business support hours:

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the services performed. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice receipt. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), and Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues through the Term unless earlier terminated in accordance with this Agreement.

Effective Date: ; Term Expiration Date:

Either party may terminate for material breach if the breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public proprietary or confidential information disclosed by the other party (Disclosing Party), except as required by law or as necessary to perform the services. Confidential information does not include information that is demonstrably: (a) in the public domain through no fault of the Receiving Party; (b) rightfully known to the Receiving Party without restriction prior to disclosure; or (c) independently developed by the Receiving Party without use of Disclosing Party's confidential information.

The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall be limited to the fees paid by Client to Service Provider in the twelve (12) months preceding the event giving rise to the claim, unless a different cap is agreed below.

Client shall indemnify and defend Service Provider against third-party claims arising from Client's use of the services, except to the extent such claims arise from Service Provider's willful misconduct or gross negligence.

INTELLECTUAL PROPERTY

Except as expressly agreed in writing, Service Provider retains all right, title and interest in any pre-existing tools, methodologies, software, and intellectual property used to perform the services. Client is granted a non-exclusive, non-transferable right to use deliverables only for Client's internal business purposes, subject to full payment of fees.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any schedules, statements of work or addenda executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement 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.

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