ITMS Business Agreement

ITMS Business Agreement

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing information technology managed services, including but not limited to network management, system monitoring, security administration and help-desk support; and

WHEREAS, Client desires to retain Service Provider to perform certain IT managed services for Client, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing their business relationship effective as of (the Effective Date).

Scope of Work

Service Provider shall provide managed IT services described below. Services will be performed in a professional and workmanlike manner consistent with industry standards and the specific service levels set forth in this Agreement.

Payment Terms

In consideration for the services, Client shall pay Service Provider the fees set forth below in United States dollars. All fees are exclusive of applicable taxes and are due in accordance with the schedule below.

Service Provider will submit invoices to Client. Payment is due within days of invoice date. Late payments shall accrue interest as set forth below.

Unpaid amounts shall incur a late fee of percent per month (or the maximum permitted by law, whichever is lower), calculated monthly on the outstanding balance.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after 30 days' written notice specifying the breach.

Upon termination or expiration, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver any work product or materials to which Client is entitled within 15 days of termination upon receipt of full payment for such deliverables.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes technical information, business plans, pricing, trade secrets, customer lists, and security procedures.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) 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 no less restrictive than those herein.

Confidential obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing tools, software, methodologies and know-how. Client shall own deliverables specifically created for Client as part of the Scope of Work upon full payment; to the extent Service Provider incorporates pre-existing materials or third-party components, Service Provider grants Client a perpetual, nonexclusive license to use such components as embedded in the deliverables.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Client shall defend and indemnify Service Provider from third-party claims arising from Client's misuse of services or Client-supplied materials. Service Provider's aggregate liability for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental or punitive damages.

Compliance with Laws and Security

Each party shall comply with applicable laws and regulations in performing its obligations. Service Provider shall implement reasonable administrative, physical and technical safeguards appropriate to the nature of the Confidential Information and services provided.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, the dispute shall be submitted to binding arbitration in accordance with the parties' agreement, or, if arbitration is not elected, to a court of competent jurisdiction in the governing state.

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