IT ERSA Agreement

IT ERSA AGREEMENT

Parties

Recitals

WHEREAS, Party A is in the business of providing information technology services, including enterprise remote service agreements and systems administration;

WHEREAS, Party B desires to retain Party A to perform specified IT services and to receive enterprise remote support under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

Scope of Work

Party A will provide information technology services to Party B as set forth below. The services include remote monitoring, security patching, incident response, system configuration, and managed support for identified systems. Specific deliverables, acceptance criteria, and exclusions are described by the Parties in the space below and constitute the operative scope.

Payment Terms

Party B shall pay Party A for services rendered in accordance with the following schedule and rates. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall bear interest at the lesser of (a) the maximum rate permitted by applicable law or (b) the rate entered below, applied to the outstanding balance per month:

Term and Termination

This Agreement commences on the Effective Date and continues until the Expiration Date unless earlier terminated as provided below.

Effective Date:

Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the defaulting party fails to cure the breach within thirty (30) days after receipt of written notice of such breach, provided that breaches of confidentiality or material security obligations may be subject to immediate termination where permitted by law.

Confidentiality

Each party acknowledges that during performance it will receive or have access to Confidential Information of the other party. "Confidential Information" means all non-public business, technical, security, operational and other information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict access to employees and subcontractors with a need to know and under obligations of confidentiality no less protective than those contained herein, and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. The obligations in this section shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Data Security and Incident Response

Party A shall maintain commercially reasonable administrative, physical and technical safeguards to protect Party B's data. In the event of a security incident affecting Party B's data, Party A shall notify Party B without undue delay, provide reasonable cooperation in incident response and remediation, and bear responsibility for breaches caused by Party A's negligence or willful misconduct, subject to the limitations of liability set forth elsewhere in this Agreement.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or a party's gross negligence, neither party shall be liable to the other for consequential, indirect, special, punitive, or exemplary damages. The aggregate liability of either party for all claims arising under or related to this Agreement shall not exceed the total amount paid or payable by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the Parties below by personal delivery, certified mail, or overnight courier and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or appendices attached hereto and any statements of work executed under this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

Severability; Waiver

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right shall not constitute a waiver of that right.

Signatures

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