Client Support Service Agreement

Client Support Service Agreement

This Client Support Service Agreement (the Agreement) is made effective as of by and between Provider Name: , with principal place of business at (Provider), and Client Name: , with principal place of business at (Client).

Recitals

WHEREAS, Provider is engaged in the business of providing client support, help desk, maintenance, and related technical and administrative services; and

WHEREAS, Client desires to obtain from Provider certain client support services, and Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to such services.

Scope of Work

Provider will perform the support services described below and any related tasks reasonably necessary to fulfill such services. The parties acknowledge that the Description of Services may be amended in writing by mutual agreement.

Payment Terms

Client shall pay Provider compensation as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at after days past due, or a flat late fee of , whichever is greater.

Provider shall be reimbursed for pre-approved out-of-pocket expenses reasonably incurred in providing services. Pre-approval must be obtained in writing for expenses expected to exceed .

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend services immediately if Client fails to pay undisputed amounts when due, provided Provider gives written notice and a reasonable opportunity to cure.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information that is disclosed by one party (Discloser) to the other (Recipient) whether orally, in writing, or by inspection, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that is (i) already known to Recipient without obligation of confidentiality; (ii) becomes publicly known through no wrongful act of Recipient; (iii) rightfully received from a third party without restriction; or (iv) independently developed by Recipient without use of Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information of Discloser and certify in writing to Discloser the return or destruction of such materials, except that Recipient may retain one archival copy where legally required.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning the subject matter hereof.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the amounts paid by Client to Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the other party's negligence or willful misconduct.

Acceptance

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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