IT Support Proposal Template

IT SUPPORT PROPOSAL

Proposal Date:   Service Provider:   Client Name:

RECITALS

WHEREAS, the Service Provider possesses professional expertise, personnel, tools and resources to deliver technical support, network administration, systems maintenance and related information technology services to business clients in an enterprise environment; and

WHEREAS, the Client desires to engage the Service Provider to perform IT support services as set forth in this Proposal (the "Services") pursuant to the terms and conditions contained herein; and

WHEREAS, the parties intend that this Proposal, upon acceptance and signature by both parties, will constitute a binding agreement for the provision of Services described below.

SCOPE OF WORK

The Service Provider shall provide the following services to the Client. Specific deliverables, milestones and responsibilities are described in the detailed scope below. Any services not expressly listed shall be deemed out-of-scope unless agreed in writing by both parties.

Helpdesk / Remote user support

Onsite technical support and maintenance

Network monitoring and administration

Backup management and recovery testing

Security patching, vulnerability management and endpoint protection

SERVICE LEVELS

Response Time Target: . Severity definitions, escalation procedures and remedies for failure to meet response or resolution targets are set forth below and apply to issues reported to the Service Provider's support intake channels.

Resolution Target (major incidents): .

PAYMENT TERMS

Total Contract Value: $.

Deposit Required: $.   Invoices will be issued and are payable within days of invoice receipt.

Late Payment Fee: on overdue balances, compounded monthly to the extent permitted by law.

TERM AND TERMINATION

Commencement Date: .   Termination Date (if applicable): .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach shall be permitted where the breaching party fails to cure within thirty (30) days of written notice of such breach unless otherwise specified herein.

Upon termination, the Client shall pay the Service Provider for all Services performed and approved expenses incurred through the effective date of termination, together with any non-cancellable commitments reasonably entered into by the Service Provider.

CONFIDENTIALITY

Each party will maintain in strict confidence all non-public, proprietary and confidential information disclosed by the other party during the term of this Agreement and for a period of years thereafter. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

The receiving party shall use the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Disclosure to employees and contractors shall be permitted on a need-to-know basis provided such persons are bound to confidentiality obligations no less protective than those set forth herein.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid to the Service Provider under this Agreement during the twelve (12) month period 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 its conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any attachments, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE

By signing below, the parties acknowledge they have read, understand and agree to be bound by the terms and conditions of this Proposal. Authorized signatories represent that they have the authority to bind their respective parties.

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