IT Service Server Upgrade Form

IT SERVICE SERVER UPGRADE FORM

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider provides information technology services, including hardware and software upgrades, maintenance, and project implementation; and

WHEREAS, Client operates the Server identified below and requires a server upgrade to improve security, performance, or to meet business requirements; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, and responsibilities governing the upgrade work to be performed by Service Provider.

Server Identification

Scope of Work

The Service Provider shall perform the server upgrade work described below. The work shall include planning, pre-upgrade backup, upgrade execution, testing, documentation of changes, and rollback if necessary. Work shall be performed in accordance with industry best practices and in a manner that minimizes disruption to Client operations.

Schedule & Downtime

Proposed Start Date:    Proposed End Date:

Payment Terms

Total Fee:

Late Payment Fee:

Invoices will be submitted by Service Provider in accordance with the payment schedule. Client shall pay all undisputed invoiced amounts within thirty (30) days of receipt. Disputes must be submitted in writing within fifteen (15) days of invoice date.

Term and Termination

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

Either party may terminate for convenience by providing written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Confidentiality

Each party shall protect Confidential Information of the other with the same degree of care that it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information excludes information that is (a) publicly known through no fault of the receiving party, (b) already in the receiving party's lawful possession prior to disclosure, or (c) rightfully obtained from a third party without restriction. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Risk Allocation & Warranties

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, services are provided "as is" and Service Provider disclaims all other warranties. Client acknowledges that upgrades carry inherent risk, and Client is responsible for maintaining current backups unless otherwise agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of that jurisdiction.

Entire Agreement

This document, together with any attachments and accepted 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 executed in writing by both parties.

Change Control

Any material changes to scope, schedule, or price must be documented in a written change order signed by authorized representatives of both parties. Service Provider shall not proceed with change order work until a change order has been executed.

Client Authorizations

Client authorizes Service Provider to perform the upgrade as described and to take reasonable actions necessary to complete the work, including temporary service interruption. Client acknowledges responsibility for obtaining any third-party consents or licenses required for the upgrade.

Notices

Notices required under this Agreement shall be in writing and delivered to the contact information provided in this form, or to such other address as either party may designate in writing.

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