IT Service Renewal Agreement

IT Service Renewal Agreement

This IT Service Renewal Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Provider and Client previously entered into an agreement for IT services on (the "Prior Agreement"), and the parties wish to renew and amend certain terms of that Prior Agreement;

WHEREAS, Provider represents that it has the personnel, technical ability, and experience necessary to provide the IT services described in this Agreement; and Client desires to engage Provider to continue performing such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider will perform IT services described below and any attachments or statements of work incorporated into this Agreement. Services shall include maintenance, monitoring, helpdesk support, patch management, backups, and any project work expressly agreed in writing.

PAYMENT TERMS

Client shall pay Provider the Renewal Fee and other charges as set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by law, plus Provider's costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days of written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination and any non-cancelable obligations.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public other than through breach of this Agreement; (ii) was rightfully known by the recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination, recipient will return or destroy Confidential Information as directed by discloser.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages even if advised of the possibility of such damages. Provider's aggregate liability for direct damages shall not exceed the fees paid by Client to Provider under this Agreement in the 12 months preceding the claim.

Provider shall defend, indemnify and hold Client harmless from third-party claims arising from Provider's breach of the warranty set forth herein or Provider's gross negligence or willful misconduct. Client shall defend, indemnify and hold Provider harmless from third-party claims arising from Client's use of the services in violation of applicable laws or this Agreement.

WARRANTIES; SERVICE LEVELS

Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Provider may engage subcontractors provided Provider remains responsible for the acts and omissions of subcontractors and complies with confidentiality obligations.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may specify in writing) and will be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed forum unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Agreement, together with any attachments, statements of work, and amendments 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, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or agency relationship. Each party shall comply with applicable data protection laws in relation to personal data processed in connection with this Agreement.

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