Customer Support Template

CUSTOMER SUPPORT AGREEMENT

This Customer Support Agreement (the Agreement) is entered into as of (Effective Date) by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider possesses technical expertise and resources to deliver customer support services for the products and systems defined in this Agreement;

WHEREAS, Client desires to obtain and Provider agrees to provide such support services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, service levels, payment terms, confidentiality obligations and remedies applicable to such support services.

SCOPE OF WORK

Provider will deliver customer support services as described below. Services include incident intake, triage, troubleshooting, and escalation in accordance with the service levels set forth in this Agreement. Services do not include custom development, professional services work outside routine support, or third‑party hardware replacement unless expressly stated.

SERVICE LEVELS

Support Channels: Email Phone Chat

Response times by severity level: Severity 1 (Critical) Response within ; Severity 2 (High) Response within ; Severity 3 (Normal) Response within .

PAYMENT TERMS

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

TERM AND TERMINATION

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

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 if such breach remains uncured for a period of thirty (30) days after written notice.

CONFIDENTIALITY

Each party (Receiving Party) shall protect Confidential Information of the other party (Disclosing Party) with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information includes non-public information disclosed orally, in writing or electronically relating to business operations, pricing, technical materials, software, customer lists and other proprietary information. The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to third parties except to employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality or a party's gross negligence or willful misconduct, neither party shall be liable for incidental, consequential, special or punitive damages. Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of its negligent acts or omissions in performing this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

REPORTING AND AUDIT

Provider will maintain operational records reasonably sufficient to demonstrate compliance with service levels and fees. Provider will provide monthly support reports summarizing tickets opened, response times, resolution times and open items. Client may request, no more than once annually, an on-site or remote audit limited to information reasonably necessary to verify Provider's performance; audits shall be conducted during normal business hours with prior notice.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Any purported assignment in violation of this section shall be void.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship between the parties.

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