IT Upgrade VMware Template

IT Upgrade VMware Template

This Agreement is entered into effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates information technology infrastructure that includes virtualization platforms managed by VMware and requires an upgrade of hardware, software, configuration, or patches to achieve specified performance, security, or support objectives; and

WHEREAS, Service Provider is engaged in the business of providing virtualization lifecycle services, including planning, performing upgrades, testing, and rollback procedures, and represents that it has the required expertise and resources to perform the upgrade described herein; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the VMware upgrade and associated services.

SCOPE OF WORK

PAYMENT TERMS

Total Project Fee: $

Invoices submitted by Service Provider are due within days of invoice date. Late payments shall accrue interest at % per month, calculated monthly on the unpaid balance, or the maximum lawful rate if lower.

TERM AND TERMINATION

Term Commencement Date:   Term Completion Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services performed and non-cancelable commitments incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other ("Receiving Party") in any form that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including system architecture, credentials, security configurations, vulnerability reports, and upgrade schedules.

Obligations: Receiving Party shall (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to employees, contractors, or agents who have a need to know and are bound to obligations of confidentiality at least as protective as those hereunder; and (iii) implement reasonable administrative, physical and technical safeguards to protect Confidential Information.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, is rightfully received from a third party without restriction, was known by Receiving Party prior to disclosure, or is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Duration: Confidentiality obligations survive termination of this Agreement for a period of years.

CHANGE CONTROL

Any material change to scope, schedule, or deliverables must be documented in a written change order signed by authorized representatives of both parties, including adjustments to fees and schedule.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for VMware upgrades. For any breach of this warranty, Service Provider's sole and exclusive obligation shall be to re-perform the nonconforming services at no additional charge.

EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any 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. Any amendment must be in writing and signed by authorized representatives of both parties.

ADMINISTRATIVE CONTACTS

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