IT Support Services Agreement

IT Support Services Agreement

This IT Support Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

Recitals

WHEREAS, Provider offers managed IT support, helpdesk services, network administration, and related technical services to business clients; and

WHEREAS, Client desires to engage Provider to perform certain IT support services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the professional expertise, personnel, and resources to perform the services described herein.

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

1. Definitions

1.1 "Services" means the IT support, maintenance, monitoring, and other services to be provided by Provider as described in Exhibit A (Scope of Services) and any Change Orders agreed in writing. "Deliverables" means tangible or intangible work product delivered to Client in connection with the Services. "Confidential Information" has the meaning set forth in Section 7.

2. Scope of Services

2.1 Provider will perform the Services set forth in the scope of work below and any mutually executed Change Orders. Provider will provide personnel with suitable skill, experience and training to perform the Services in a professional and workmanlike manner.

3. Term and Termination

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months (the "Initial Term"). Thereafter this Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Client may terminate the Services for convenience upon days' prior written notice and payment of all accrued fees and reasonable expenses incurred by Provider through the effective termination date.

4. Service Levels and Performance

4.1 Service Availability. Provider will use commercially reasonable efforts to ensure Systems are available at least % of the time each calendar month, excluding scheduled maintenance.

4.2 Response and Resolution. Provider will respond to severity level 1 incidents within hour(s) and provide an estimated resolution time. Specific service levels are set forth in Exhibit B (Service Level Agreement).

5. Fees and Payment

5.1 Fees. Client shall pay Provider the fees set forth in Exhibit C (Fees). Unless otherwise specified, fees are exclusive of applicable taxes. Client shall pay invoices within days of receipt.

5.2 Late Payment. Overdue amounts shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less.

6. Change Orders

6.1 Any change to the Services, schedule, deliverables, or fees shall be authorized only by a written Change Order signed by authorized representatives of both parties. Change Orders shall set forth scope, schedule and compensation adjustments.

7. Confidentiality

7.1 Each party shall keep confidential and shall not disclose to any third party Confidential Information of the other party. "Confidential Information" includes non-public business, technical, system and customer information disclosed in connection with this Agreement.

7.2 The obligations in this Section shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to limit disclosure.

8. Data Protection and Security

8.1 Provider shall implement reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall promptly notify Client of any security incident affecting Client Data and, where required by applicable law, shall notify within .

9. Intellectual Property

9.1 Pre-existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property and tools. Provider grants Client a non-exclusive, non-transferable license to use Provider's pre-existing materials solely to the extent incorporated into Deliverables.

9.2 Deliverables. Unless otherwise agreed in a written statement of work, upon full payment of fees due, Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement, subject to Provider's retained rights in its pre-existing materials.

10. Warranties and Disclaimers

10.1 Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services at no additional charge, or if Provider cannot cure, a refund of the fees attributable to the deficient Services.

10.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnification

11.1 Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in the performance of the Services. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client's misuse of the Services or Client Data.

12. Limitation of Liability

12.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

12.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST DATA, LOSS OF USE, OR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Insurance

13.1 Provider shall maintain and, upon request, provide certificates of insurance evidencing commercial general liability, professional liability (errors and omissions) and cyber liability coverages with limits no less than:

14. Subcontracting and Personnel

14.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains fully responsible for subcontractor performance and compliance with this Agreement. Provider shall ensure that subcontractors are bound by confidentiality and security obligations at least as protective as those in this Agreement.

15. Records and Audit

15.1 Provider shall maintain complete and accurate records relating to the Services for at least three (3) years. Client may, upon reasonable prior written notice, audit Provider's books and records solely to verify compliance with the fee and billing provisions of this Agreement.

16. Notices

16.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice in accordance with this Section.

17. Assignment

17.1 Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

18. Force Majeure

18.1 Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, labor disputes, shortages of materials, acts of governmental authority, cyberattacks, or other events of force majeure; provided the affected party uses reasonable efforts to resume performance.

19. Dispute Resolution

19.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator pursuant to the commercial arbitration rules selected by the parties. The arbitration shall take place in the county or city specified by the parties and judgment upon the award may be entered in any court of competent jurisdiction.

20. Governing Law; Miscellaneous

20.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

20.2 Entire Agreement. This Agreement, including all exhibits 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 written or oral.

20.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

20.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver.

Signatures

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