IT Server Patching Template

IT Server Patching Template

This IT Server Patching Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS (WHEREAS)

WHEREAS, Client owns, operates, or manages a set of production and non-production servers and related infrastructure that require periodic maintenance and security patching to maintain confidentiality, integrity, and availability; and

WHEREAS, Service Provider has the experience, personnel, processes, and tools to perform scheduled and emergency patching, testing, and rollback procedures for the environment described in this Agreement; and

WHEREAS, the parties desire to set forth the scope, procedures, responsibilities, payment terms, and legal protections applicable to the performance of IT server patching services.

SCOPE OF WORK

Service Provider will perform scheduled and emergency patching services for the servers and infrastructure listed in the Server Inventory below in accordance with the procedures and frequencies agreed herein. Services include patch identification, patch testing, deployment, verification, and rollback as necessary.

Operating System patches Firmware / BIOS Hypervisor updates Application and middleware Security hotfixes

Preferred Day(s): Start Time: End Time:

Approval Required Prior To Production Deployment: Yes

TESTING, VALIDATION, AND ACCEPTANCE

Service Provider shall maintain a documented testing and validation plan for each patch. Acceptance criteria shall include system boot verification, application availability checks, and monitoring validation. Any deviations shall be documented and remediated in accordance with the rollback procedure.

CONFIDENTIALITY

"Confidential Information" means all non-public technical, business, financial, and security information disclosed by either party in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below in consideration for the services provided under this Agreement.

Late fee: % per month on overdue balances. Maximum late fee cap:

TERM AND TERMINATION

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

Either party may terminate for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination does not relieve the Client of obligations to pay for services performed and costs incurred prior to termination.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising from this Agreement. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) month period preceding the claim. Service Provider shall indemnify Client from third-party claims of bodily injury or physical damage caused by Service Provider's negligent acts in performance of the services; Client shall indemnify Service Provider for Client's negligence or misuse of resources.

DATA SECURITY

Service Provider shall maintain administrative, physical, and technical safeguards appropriate to the size and nature of the services to protect Client data. Service Provider will promptly notify Client of any security incident affecting Client systems or data and will cooperate in remediation and regulatory reporting as required. All security logs and findings from patch activities shall be retained for a period of not less than months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all schedules, attachments, and exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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