IT Windows Server Template

IT Windows Server Template

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

RECITALS

WHEREAS, Client requires professional services to design, configure, deploy, and maintain Windows Server infrastructure and ancillary services in accordance with the specifications and standards set forth in this Agreement; and

WHEREAS, Service Provider is qualified and experienced in Windows Server architecture, Active Directory, DNS, DHCP, patch management, backup, and security hardening and agrees to provide such services under the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Standard components to be implemented (select all that apply):

Active Directory (Domain Services)

DNS

DHCP

File & Print Services

Hyper-V / Virtualization configuration

Backup configuration and restore testing

Patch management and scheduled updates

Number of servers to be provisioned:

PAYMENT TERMS

Invoices are due within days of invoice date. Late payments shall incur a late fee of on the outstanding balance, and interest shall accrue as specified above until paid in full.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

Each party acknowledges that, in the performance of this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing or orally that is identified as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (i) use Confidential Information solely for the purposes of performing obligations under this Agreement; (ii) restrict disclosure to those employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those herein; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

SERVICE LEVELS AND MAINTENANCE

Standard response time for severity 1 incidents:   Standard resolution target:

DATA PROTECTION & BACKUP

Backup frequency:   Retention period:

Service Provider will perform backup verification tests at intervals agreed in the Scope and will document procedures and test results. Client is responsible for validation of critical restores and for maintaining any additional offsite retention required by regulation or corporate policy.

CHANGE CONTROL

All changes to the production environment shall be requested in writing via a change request. Change requests must include scope, schedule, risk assessment, and rollback plan. Emergency changes must be documented within 24 hours following implementation.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for indemnification obligations for third-party claims arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

Service Provider shall indemnify Client from third-party claims alleging that Services infringe any patent, copyright, or other proprietary right of a third party, provided that Client provides prompt written notice of the claim and reasonable cooperation in defending the claim. Remedies for infringement shall be limited to replacement, modification, or refund as appropriate.

CLIENT RESPONSIBILITIES

Client shall provide reasonable access to facilities, systems, and personnel; ensure required hardware and licenses are available; maintain current backups prior to major changes; and designate a primary client contact for coordination:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in the foregoing jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Sign Now