Device Management Master File

DEVICE MANAGEMENT MASTER FILE

This Device Management Master File (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with principal address: and Client Name: with principal address: .

WHEREAS

WHEREAS, Provider is engaged in the business of procuring, configuring, monitoring, maintaining and decommissioning physical and electronic devices, and has expertise and personnel to perform device lifecycle services in accordance with industry standards and applicable law; and

WHEREAS, Client desires to retain Provider to manage Client's devices as set forth in this Device Management Master File and Provider agrees to provide such services under the terms and conditions herein; and

WHEREAS, the parties intend for this Agreement to establish the master operational, security and compliance requirements governing device management across Client's environment.

SCOPE OF WORK

Provider shall perform device management services as described below. The Scope of Work shall include procurement support, initial configuration, asset inventory, ongoing monitoring, scheduled maintenance, software updates, security hardening, patch management, change control, incident response coordination, secure decommissioning and records retention. Specific deliverables, acceptance criteria and service levels are set forth in this section and any appended schedules.

DEVICE INVENTORY AND CONFIGURATION

Provider will maintain a master inventory of covered devices, including device type, make/model, serial number, assigned user or location, configuration baseline, and warranty/lease status. Provider will record configuration changes and retain change history for audit purposes.

CHANGE CONTROL AND MAINTENANCE

All changes to device configuration, firmware, or installed software shall be governed by Provider's change control procedures. Emergency changes shall be documented and submitted to Client within three business days. Scheduled maintenance windows will be communicated at least in advance unless otherwise agreed.

INCIDENT RESPONSE AND SUPPORT

Provider will provide incident detection, escalation and response support as specified below. Provider shall notify Client of any security incident affecting Client devices within of discovery and provide written incident reports detailing impact, remediation and lessons learned.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for the services rendered under this Agreement. All fees are exclusive of taxes unless otherwise stated.

In addition to any specified flat late fee, overdue amounts shall accrue interest at the rate specified above or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for material breach if such breach remains uncured fifteen (15) days after written notice unless a longer cure period is specified in writing. Termination for cause shall not relieve the breaching party of liabilities accrued prior to termination.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes device configurations, security credentials, audit logs, incident reports and any non-public business information disclosed in connection with this Agreement. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without reference to Confidential Information.

Upon termination or expiration, Provider shall return or destroy Client Confidential Information in accordance with Client's written instructions and certify such destruction upon request.

DATA RETENTION, BACKUP AND AUDIT

COMPLIANCE AND WARRANTIES

Provider represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Provider warrants compliance with applicable laws, privacy and data protection obligations in performing device management services. Client represents that it has authority to provide access to the devices and systems subject to this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflict of law principles. Venue for any dispute arising from this Agreement shall lie exclusively in the courts located within such jurisdiction unless the parties agree otherwise in writing.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the amount of fees paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim, except as otherwise required by applicable law.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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