IT Server Upgrade Contract

IT SERVER UPGRADE CONTRACT

This IT Server Upgrade Contract ("Contract") is entered into as of Effective Date: by and between Client Name: , with principal place of business at (the "Client"), and Service Provider Name: , with principal place of business at (the "Provider").

WHEREAS

1. WHEREAS, the Client operates server infrastructure requiring upgrades, migrations, replacement of hardware and software, and related services to maintain security, performance, and compliance.

2. WHEREAS, the Provider represents that it possesses the skill, experience, personnel, and resources necessary to perform the server upgrade work described herein and agrees to perform such work pursuant to the terms and conditions of this Contract.

3. WHEREAS, the parties desire to set forth in writing their respective responsibilities, deliverables, payment terms, and other contractual provisions related to the server upgrade engagement.

SCOPE OF WORK

TIMELINE

Project Start Date:   Estimated Completion Date:

PAYMENT TERMS

Total Contract Price: $   Currency:

Standard Invoice Due Within days of receipt. Late payments shall incur interest at per month (or the maximum permitted by law), calculated monthly on any unpaid balance.

CHANGE ORDERS

Any material change to the Scope of Work, timeline, or deliverables must be documented in a written change order signed by authorized representatives of both parties. Change orders shall state the impact on price and schedule. Provider's standard hourly rate for out-of-scope labor is $ per hour unless otherwise agreed in writing.

ACCEPTANCE TESTING

Client shall have days following delivery of each deliverable to perform acceptance testing. Deliverables not rejected in writing within that period shall be deemed accepted.

WARRANTIES AND DISCLAIMERS

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards for a period of after acceptance. Provider's sole obligation for breach of this warranty shall be to re-perform nonconforming services. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use such Confidential Information except as necessary to perform under this Contract. "Confidential Information" includes non-public technical, business, financial, and security information, but does not include information that (a) is or becomes public through no breach by the Receiving Party, (b) was known by the Receiving Party prior to disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information. Confidentiality obligations shall survive termination for a period of .

TERM AND TERMINATION

This Contract commences on the Effective Date and continues until completion of the Services or until the End Date: , unless earlier terminated as provided below.

Either party may terminate for convenience with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and non-cancellable commitments incurred through the effective date of termination.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider pre-existing tools, methodologies, and intellectual property. Client shall own deliverables specifically created for Client under this Contract upon full payment; Provider grants Client a non-exclusive license to any Provider-owned materials embedded in such deliverables solely to the extent necessary for Client's use of the deliverables.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality, the aggregate liability of Provider arising out of or relating to this Contract shall not exceed the total amounts paid by Client to Provider under this Contract. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

GOVERNING LAW

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

NOTICES

ENTIRE AGREEMENT

This Contract, including all attached exhibits and executed change orders, 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 oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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