IT Support and Maintenance Agreement

IT Support and Maintenance Agreement

This IT Support and Maintenance Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Provider: and Client: .

WHEREAS

WHEREAS, Provider operates as a provider of information technology support, maintenance, and related services and possesses the technical capability and personnel to perform the services described herein; and

WHEREAS, Client desires to retain Provider to provide such support and maintenance services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Provider shall perform the services specified above, which may include, without limitation: remote technical support, on-site maintenance, software patching and updates, system monitoring, backup verification, security incident response, and advisory services. The specific service tasks, deliverables, and acceptance criteria will be documented in work orders or change orders issued in accordance with the Change Orders section below.

Service Options

Select the support modalities included under this Agreement:

Service Levels

Provider shall use commercially reasonable efforts to meet the following service levels:

Initial response time for incidents:   Resolution target for critical incidents: .

Service credits or remedies for failure to meet the stated service levels, if any, will be limited to those specified in a written schedule attached as an exhibit or in an applicable work order.

Payment Terms

Invoices are due within days of invoice date. Late payments shall incur a late fee of per month (or the maximum lawful rate) and a one-time administrative fee of .

Term and Termination

The initial term of this Agreement begins on and ends on .

Unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term, this Agreement shall automatically renew for successive terms of equal length.

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

Confidentiality

Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, each party's aggregate liability to the other for any claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the preceding the claim, and in no event shall exceed .

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

Change Orders

Any change to the Scope of Work, fees, or schedule shall be documented in a written change order signed by authorized representatives of both parties. Change orders will describe the work, schedule impact, and any adjustment to compensation.

Warranties; Exclusions

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by a nationally recognized courier service.

Governing Law; Entire Agreement

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

This Agreement, together with any attachments 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.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The failure to exercise any right under this Agreement shall not constitute a waiver of that right.

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