Client Support Engagement Agreement

CLIENT SUPPORT ENGAGEMENT AGREEMENT

This Client Support Engagement Agreement (the Agreement) is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform support and maintenance services for Client's information technology systems and related assets as set forth in this Agreement; and

WHEREAS, Provider represents that it has the personnel, experience and technical capability to provide the support services described herein and agrees to provide such services to Client under the terms and conditions of this Agreement.

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations, term and termination rights and other contractual terms governing the provision of those services.

SCOPE OF WORK

Support Level Selected: Standard Priority On-call / 24x7   Response Time Objective:

PAYMENT TERMS

All amounts due under this Agreement are exclusive of taxes. Client shall pay all undisputed invoices within the period specified in the Billing Schedule. Provider may suspend performance if undisputed invoices remain unpaid more than days after receipt of invoice, provided Provider gives Client written notice and a ten (10) day cure period.

TERM AND TERMINATION

Commencement Date: . Term End Date (if any): .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) to use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully received from a third party without restriction. Upon termination or upon written request, the receiving party shall return or destroy the disclosing party’s Confidential Information and certify such destruction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under or relating to this Agreement.

MISCELLANEOUS PROVISIONS

Independent Contractor. Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be in writing and delivered to the notice addresses provided above by hand delivery, certified mail, or overnight courier, and shall be effective upon receipt.

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