IT Network Management Agreement

IT Network Management Agreement

This IT Network Management Agreement ("Agreement") is entered into by and between Service Provider: located at , and Client: located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing managed IT services, network administration, maintenance, monitoring, and related support; and

WHEREAS, Client desires to obtain managed IT network services from Service Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider will perform network management services described herein and Client will compensate Service Provider in accordance with the Payment Terms below.

Parties and Contact Information

Scope of Work

Service Provider will provide proactive management, monitoring, maintenance, and support of Client's IT network infrastructure as described below. Services include regular patch management, firewall and router configuration, switch management, remote and on-site troubleshooting, network performance monitoring, security updates, and documented change control. Specific deliverables, schedules, and exclusions must be set forth by the parties in the field below.

Payment Terms

Client shall pay Service Provider for the services set forth herein as follows. All amounts are in United States dollars unless otherwise agreed in writing.

Service Levels and Performance

Service Provider shall use commercially reasonable efforts to achieve performance targets. Uptime objective and response times are set forth below along with remedies where applicable.

Term and Termination

This Agreement shall commence on the Commencement Date specified below and shall continue until the Termination Date specified below unless earlier terminated in accordance with this Agreement.

Commencement Date:

Termination Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information 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.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; 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 no less protective than those in this Agreement. Confidential Information does not include information that is publicly available or independently developed without use of the other party's Confidential Information.

Data Protection and Backups

Service Provider will implement commercially reasonable administrative, technical and physical safeguards designed to protect Client data. Client is responsible for maintaining backups of its data unless backup services are expressly included in the Scope of Work. The parties shall cooperate to define backup frequency, retention, and restoration procedures in the Scope of Work.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in its defense.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the Liability Cap stated above.

Subcontracting

Service Provider may engage subcontractors to perform services under this Agreement provided that Service Provider remains responsible for the performance of such subcontractors and ensures that subcontractors are bound by confidentiality and security obligations consistent with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its rules regarding conflicts of law.

Entire Agreement

This Agreement, including any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in a writing signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or at such other address as a party may designate in writing.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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