IT Supplier Management Agreement

IT Supplier Management Agreement

Parties

Recitals

WHEREAS, Supplier is engaged in the business of providing information technology services, supplier management, and related support, and represents that it has the expertise, personnel, and resources to perform the services contemplated by this Agreement; and

WHEREAS, Client desires to retain Supplier to manage and coordinate third-party suppliers, vendors, and contract resources in connection with Client's IT environment on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Supplier's supplier management services under this Agreement.

Scope of Work

Supplier will provide supplier management services as described below. Services shall include vendor evaluation and onboarding; contract administration; performance monitoring; issue escalation; change management coordination; periodic reporting; and other tasks reasonably necessary to manage suppliers supporting Client's IT operations. Specific deliverables and performance metrics are detailed in the Description of Services section and any attached statements of work.

Payment Terms

Client shall pay Supplier for services rendered in accordance with the fees and schedule set forth below. Fees are exclusive of taxes unless otherwise required by law. Supplier shall submit invoices in accordance with the schedule below and Client shall remit payment in accordance with this section.

Late payments shall bear interest at the rate of on any undisputed past due balance, or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for reasonable collection costs and legal fees incurred to collect unpaid amounts.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date specified below or until the completion of the Services.

Effective Date:     End Date:

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 the breach within days after receiving written notice describing the breach. Termination shall be without prejudice to any rights or obligations accrued prior to termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the Disclosing Party) except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public business, technical, financial and other information disclosed in writing, orally or by inspection that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall (i) 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, and (ii) limit disclosure to those employees, agents, or subcontractors who need access to perform the Services and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement, is rightfully received from a third party without restriction, is independently developed, or is required to be disclosed by law (in which case the Receiving Party will provide prompt notice and cooperate with the Disclosing Party to seek protective measures).

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created specifically for Client under this Agreement shall be the exclusive property of Client upon full payment for the applicable services. Supplier retains ownership of Supplier's pre-existing materials, tools, software, methodologies, and know-how used to provide the Services; Supplier grants Client a non-exclusive, non-transferable license to any Supplier pre-existing materials embedded in deliverables to the extent necessary for Client’s use of the deliverable.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the total fees paid by Client to Supplier under this Agreement during the twelve (12) months preceding the claim.

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; Amendments

This Agreement, together with any statements of work or exhibits 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 or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses listed above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the respective party.

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