IT Technical Assistance Form

IT TECHNICAL ASSISTANCE AGREEMENT

This IT Technical Assistance Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS, Client Name: requires technical assistance and support for its information technology systems; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources to provide such assistance in accordance with the terms set forth herein.

Assistance Request Details

Scope of Work

Provider shall provide technical assistance described below and related services necessary to remediate the issues reported in the Assistance Request Details and to perform maintenance and support tasks specifically agreed in writing by the parties.

Payment Terms

Client shall pay Provider for services rendered at the rates and according to the schedule set forth below. All fees are exclusive of applicable taxes.

Any undisputed amounts not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

The term of this Agreement (the "Term") begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches an obligation and fails to cure within 15 days after receipt of written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in any form, including technical data, trade secrets, business plans, customer information, passwords and system configurations. Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes public through no breach by Recipient; (ii) was known to Recipient prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide Discloser prompt written notice to allow Discloser to seek protective relief. The obligations in this section shall survive termination of this Agreement for a period of .

Access and Authorization

Client hereby authorizes Provider, subject to agreed scope and security protocols, to access Client systems remotely or onsite as necessary to perform the Services. Remote access credentials and any privileged account information shall be provided only through secure channels and shall be changed by Client or rotated after Provider's work is completed unless otherwise agreed in writing. Provider shall not retain credentials after termination except as required for recordkeeping to comply with law and internal policies.

Limitation of Liability / Warranty

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX 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 its conflict of laws principles. The parties consent to the exclusive jurisdiction of state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any mutually executed statements of work and attachments, 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. No modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

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