Business Transition Office 365 Template

Business Transition Office 365 Template

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

WHEREAS

WHEREAS, the Service Provider provides professional services to assess, plan, and execute migrations and configurations of Microsoft Office 365 services and related account, tenant, and subscription transitions; and

WHEREAS, the Client desires to engage the Service Provider to perform a business transition of Office 365 tenants, mailboxes, collaboration resources, and administrative configurations pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to define the scope, responsibilities, timelines, compensation, confidentiality, and governing law applicable to the transition services.

1. Scope of Work

1.1 Services. The Service Provider will perform professional services necessary to complete the Office 365 transition including, but not limited to: tenant assessment and discovery, migration planning, mailbox and data migration, identity synchronization, security and compliance configuration, groups and Teams migration, DNS and domain updates, and post-migration validation and remediation. Specific deliverables, milestones, and acceptance criteria are set forth below and in any attached statement of work.

2. Payment Terms

2.1 Fees. Client shall pay the Service Provider for services performed in accordance with the fee schedule below. All fees are exclusive of taxes unless otherwise stated.

2.2 Invoicing. Service Provider will invoice Client in accordance with the Payment Schedule. Payment is due within days of receipt of invoice.

2.3 Late Payment. Any overdue amount shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

3. Term and Termination

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

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon prior written notice to the other party given not less than days prior to the effective date of termination. Termination notice shall specify the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

4. Confidentiality

4.1 Definition. "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with the services, including but not limited to business plans, customer data, credentials, tenant and subscription details, technical configurations, migration plans, and system access information.

4.2 Obligations. The Receiving Party shall (a) maintain the Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.3 Exceptions. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Disclosure compelled by law shall be permitted only after the Receiving Party gives the Disclosing Party prompt notice and, where lawful, an opportunity to seek protective measures.

5. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

6. Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. The Service Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees actually paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. 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.

8. Entire Agreement; Amendments

This Agreement, together with any statement of work and appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact information set forth below or to such other address as either party may designate by notice to the other.

10. Additional Provisions

10.1 Subcontracting. The Service Provider may engage subcontractors or affiliates to perform portions of the services provided that the Service Provider remains responsible for such subcontractors’ compliance with this Agreement.

10.2 Data Handling. To the extent the Service Provider processes or has access to Client data, the Service Provider shall implement reasonable technical and organizational measures to protect such data in accordance with industry standards and applicable law.

10.3 Transition Assistance. Upon termination or expiration, the Service Provider shall provide reasonable cooperation and transition assistance to the Client for a period of days, on commercially reasonable terms, to facilitate orderly knowledge transfer and handover of configuration documentation.

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