Customer Support Zendesk Template

Customer Support Zendesk Template

Service Provider Name:    Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of implementing, configuring and managing customer support platforms and related services using the Zendesk platform and related professional services; and

WHEREAS, Client desires Service Provider to perform customer support implementation, ongoing management and support services as further described below, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, fees, confidentiality obligations and other terms governing Service Provider's provision of customer support services to Client.

Scope of Work

Services to include, at minimum: platform configuration, ticket routing, macro and trigger setup, knowledge base migration, agent training, customer-facing support workflow design, integrations and monthly operational management. Any deviations or additions must be documented in a written change order signed by both parties.

Payment Terms

Monthly subscription fee    One-time implementation fee    Hourly professional services

Invoices are due within days of invoice date. Late payments shall accrue interest at % per month or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date:

Term Expiration Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches a material obligation and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for services performed and non-cancellable third-party charges incurred through the effective date of termination. Service Provider will deliver to Client all Deliverables completed prior to the effective date and, at Client's election, reasonable assistance to transition services to a successor provider for a commercially reasonable transition fee.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, 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. Service Provider and Client each agree: (a) to hold Confidential Information of the other in strict confidence; (b) not to use Confidential Information for any purpose other than performance of this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (i) in the public domain through no fault of the recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the discloser's Confidential Information; or (iv) required to be disclosed by law, provided the recipient gives prompt notice to allow the discloser to seek protective measures.

Support Levels and Service Credits

Service Provider will use commercially reasonable efforts to meet the response and resolution targets set forth below. Response time is measured from Client's submission of a ticket to Service Provider's ticketing queue. If Service Provider fails to meet guaranteed response times for a calendar month, Client may request a service credit calculated as % of that month's recurring fee for each missed SLA up to a maximum credit of % of the monthly fee. Service credits are Client's sole and exclusive remedy for SLA failures.

Notices

All notices must be in writing and delivered by hand, overnight courier, certified mail (return receipt requested) or email to the addresses above. Notice is effective upon receipt.

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.

Entire Agreement

This Agreement, including any schedules or change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings. Any modification must be in writing and signed by an authorized representative of each party.

Support Contacts

Miscellaneous Provisions

Independent Contractor. Service Provider is an independent contractor; nothing in this Agreement shall create an employer-employee relationship, partnership or joint venture. Each party is responsible for its own taxes and obligations.

Limitation of Liability. Except for breaches of confidentiality and indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets, provided the assignee assumes Service Provider's obligations hereunder.

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