IT DevOps Agreement

IT DevOps Agreement

Effective Date:

Parties

Recitals

WHEREAS, Client Name: requires specialized IT DevOps services to design, deploy, and operate infrastructure and delivery pipelines; and

WHEREAS, Service Provider Name: has the technical expertise, personnel, and tools necessary to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing the provision of DevOps services.

Scope of Work

Service Provider shall perform the services described below and as further detailed in any mutually-executed Statement(s) of Work. The services shall include but are not limited to:

Deliverables: Service Provider will deliver code pipelines, infrastructure-as-code modules, configuration scripts, runbooks, monitoring dashboards, and knowledge-transfer sessions as applicable. Acceptance of deliverables shall occur according to acceptance criteria defined in the applicable Statement of Work or, if none is provided, within days of delivery.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the Services.

Invoicing and Payment: Service Provider will invoice Client in accordance with the Billing Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at on the unpaid balance or the maximum lawful rate, whichever is less.

Term and Termination

Term: This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all nonpublic business, technical, product, process, financial, customer, and personnel information disclosed by a party ("Discloser") to the other party ("Recipient") in any form, whether marked confidential or not, that is designated or reasonably should be understood to be confidential.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not 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 at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully known to Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Discloser's Confidential Information.

Remedies and Survival: The parties acknowledge that a breach of this clause may cause irreparable harm for which monetary damages are inadequate and that the Discloser shall be entitled to seek injunctive relief. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Representations; Warranties; Liability

Service Provider represents that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Change Orders

Any material change to the Scope of Work, schedule, or fees shall be implemented only by a written Change Order signed by authorized representatives of both parties describing the change and any adjustment to Fees or schedule.

Notices

Governing Law; Dispute Resolution

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 law rules.

Dispute Resolution: The parties shall first attempt to resolve disputes through good faith negotiation between senior executives. If unresolved within 30 days, parties may pursue mediation. If mediation fails, either party may seek relief in a court of competent jurisdiction in the governing law state.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any incorporated Statements of Work and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the parties.

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