IT Service Form

IT SERVICE AGREEMENT

This IT Service Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: . Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing information technology services and possesses personnel, expertise and equipment necessary to provide such services; and

WHEREAS, Client desires to engage Provider to perform IT services described herein and Provider agrees to provide those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the scope, compensation and performance standards for the IT services to be provided.

SCOPE OF WORK

SERVICE LEVELS AND PERFORMANCE

Response time for incidents classified as Critical: . Response time for incidents classified as High: . Resolution target for Critical incidents: .

On-site support required: Remote support acceptable:

PAYMENT TERMS

Billing frequency: . Payment due within days of invoice.

Unpaid amounts shall incur a late fee of or the maximum lawful rate if lower. Client shall also reimburse Provider for collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term begins on and ends on , unless earlier terminated in accordance with this Agreement.

Either Party may terminate for material breach if the breach is not cured within days after written notice. Either Party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to third parties any Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including business, technical, system, security or customer information. Confidential Information does not include information that is (a) public through no breach by the receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Confidential Information may be disclosed as required by law, provided the receiving Party uses reasonable efforts to provide prior notice, where permitted.

CHANGES AND ADDITIONAL WORK

Changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both Parties. Provider shall not be obligated to perform services outside the Scope without a signed change order specifying additional compensation and schedule adjustments.

LIMITATION OF LIABILITY AND INDEMNITY

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, special, incidental or punitive damages. Provider's aggregate liability arising from or relating to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Client shall indemnify, defend and hold harmless Provider from third-party claims arising from Client's use of services, Client data, or Client's breach of this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

DATA SECURITY AND BACKUPS

Provider will implement and maintain commercially reasonable technical and organizational measures to protect Client data. Client is solely responsible for maintaining current backups of its systems and data unless a separate backup service is specified in the Scope of Work.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and executed change orders, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

NOTICES

ADDITIONAL PROVISIONS

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

Independent Contractor: Provider is an independent contractor and shall be solely responsible for payment of wages, taxes and other withholdings for its employees and contractors.

Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

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