Co-Managed Services Agreement

CO-MANAGED SERVICES AGREEMENT

This Co-Managed Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Service Provider: , Address:

Client: , Address:

RECITALS

WHEREAS, Service Provider and Client each possess technical and operational capabilities and desire to cooperate to provide joint, co-managed services described herein; and

WHEREAS, the parties wish to set forth the scope, responsibilities, payment terms, confidentiality obligations, and other terms governing their co-management arrangement as of the Effective Date stated above; and

WHEREAS, the parties agree that certain activities will be performed by Service Provider and certain activities will be performed by Client in a coordinated manner under the terms of this Agreement.

SCOPE OF WORK

The parties shall each perform their respective duties as set forth in the Scope of Work and in any attached statement of work. Service Provider responsibilities include system operations, platform maintenance, and technical escalation; Client responsibilities include access provisioning, business process ownership, and end-user communications. Specific responsibilities, escalation paths, and handoff criteria are set forth in the Scope of Work and the operational runbooks referenced therein.

RESPONSIBILITIES OF THE PARTIES

PAYMENT TERMS

Compensation for the co-managed services shall be:

Invoices shall be due within days of invoice date. Late payments will bear interest at the rate of per month (or the maximum rate permitted by law), and Client agrees to pay reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for insolvency or material violation of law.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all confidential information disclosed by the other party (Discloser) and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information includes, but is not limited to, business plans, technical data, pricing, customer lists, and any information marked or reasonably understood to be confidential. The Recipient shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations in this section shall not apply to information that is publicly known through no fault of Recipient, rightfully received from a third party, independently developed without reference to the Discloser's Confidential Information, or required to be disclosed by law (provided Recipient gives prompt notice to Discloser where lawful and practicable to permit intervention or protective order).

DATA SECURITY AND PRIVACY

Each party shall implement administrative, physical, and technical safeguards consistent with industry standards to protect data processed in connection with this Agreement. In the event of a security incident affecting the other party's data, the party experiencing the incident shall notify the other party without undue delay and shall cooperate in incident response and remediation efforts.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties, or obligations under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work 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, or communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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

INSURANCE

Each party shall maintain, at its own expense, insurance coverage reasonable and customary for its industry and sufficient to meet its obligations under this Agreement, including commercial general liability and cyber liability insurance where applicable. Upon request, parties shall provide certificates of insurance evidencing such coverage.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to consult with counsel and that this Agreement shall not be construed against either party as the drafter.

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