IT Tech Support Agreement

IT TECH SUPPORT AGREEMENT

This IT Tech Support Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing information technology support, maintenance, and consulting services, including but not limited to hardware troubleshooting, software support, network administration, and cybersecurity services; and

WHEREAS, Client desires to retain Provider to perform IT support services under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services to Client on the terms and conditions herein.

SCOPE OF WORK

Provider will perform the services described below. The parties agree that any services outside the scope below will require a written change order executed by both parties prior to commencement.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of taxes, which shall be the responsibility of Client unless exempt by law.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain subject to protection for as long as such information qualifies as a trade secret under applicable law.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Client data against unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Client upon becoming aware of any security incident affecting Client data and shall reasonably cooperate with Client in responding to such incident. Provider will not access, use, or disclose Client data except as necessary to provide services under this Agreement or as required by law.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party remains the sole property of that party. Provider grants Client a non-exclusive, non-transferable license to use any deliverables provided under this Agreement solely for Client's internal business purposes. Provider shall retain ownership of Provider's tools, methodologies, and know-how used in providing the services.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES.

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

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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