Legal MSP Services Agreement

Legal MSP Services Agreement

This Managed Services Agreement ("Agreement") is entered into as of by and between Client Name: , organized under the laws of State of Incorporation: with its principal place of business at , and Provider Name: , organized under the laws of State of Incorporation: with its principal place of business at . Client and Provider are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of delivering managed IT, network, and security services and possesses the personnel, expertise, systems, and facilities necessary to perform such services; and

WHEREAS, Client desires to engage Provider to perform the managed services described herein and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the delivery, support, and management of Client's IT environment.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the managed IT, maintenance, monitoring, security, and support services described in Schedule A: Description of Services and any Change Orders issued in accordance with this Agreement. 1.2 "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential. 1.3 "Service Levels" means measurable performance standards set forth in the Service Level Schedule or agreed in writing by the Parties. Other defined terms are set forth in this Agreement where used.

2. SCOPE OF SERVICES

2.1 Provision of Services. Provider shall perform the Services described in the Description of Services field below in a professional and workmanlike manner consistent with industry standards for similar managed service providers. Provider shall use qualified personnel and maintain systems reasonably necessary to perform the Services.

2.2 Change Orders. Any material change to the scope, pricing, or schedule shall be documented in a written Change Order signed by authorized representatives of both Parties. Provider is not obligated to proceed with changed work until a Change Order is executed.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the effective date and continue for a period of (the "Initial Term"), unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive terms of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after receipt of written notice describing the breach in reasonable detail.

3.3 Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below and in any applicable invoice or pricing schedule. Monthly Service Fee: $. One-time setup or onboarding fee: $.

4.2 Invoicing and Payment Terms. Provider will invoice in advance and Client will pay invoices within days of invoice. Late payments shall accrue interest at or the maximum permitted by law, whichever is lower.

5. SERVICE LEVELS AND REMEDIES

5.1 Service Levels. Provider shall use commercially reasonable efforts to meet the Service Levels set forth in the Service Level Schedule. Uptime target: . Availability exclusions, maintenance windows, and measurement methodology shall be as set forth in writing.

5.2 Remedies. Client's exclusive remedies for Provider's failure to meet Service Levels shall be the service credits or other remedies expressly set forth in the Service Level Schedule. Service credits are Client's sole and exclusive monetary remedy for Service Level failures.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall (a) protect the other Party's Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own similar information, and (b) use Confidential Information solely to perform its obligations under this Agreement. 6.2 Exclusions. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Security Measures. Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, loss, or destruction. Provider's minimum security measures shall include access controls, encryption where reasonably applicable, patch management, and periodic security assessments.

7.2 Breach Notification. Provider shall notify Client without undue delay and in any event within hours after becoming aware of a confirmed security incident impacting Client Data and shall cooperate with Client to investigate, remediate, and provide required notifications.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Client retains all right, title, and interest in and to Client Data and any Client-provided intellectual property. Provider retains all right, title, and interest in any pre-existing or independently developed Provider materials, tools, processes, and software used in performing the Services ("Provider IP"). No rights are transferred except as expressly set forth in this Agreement.

8.2 License. Subject to Client's payment of fees and compliance with the Agreement, Provider grants Client a non-exclusive, non-transferable license to use Provider deliverables solely for Client's internal business operations.

9. WARRANTIES; DISCLAIMER

9.1 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. 9.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall indemnify, defend, and hold harmless Client from third-party claims alleging infringement of a third party's intellectual property rights arising from Provider's delivery of the Services, provided Client gives Provider prompt written notice and reasonable cooperation in defense. 10.2 Client Indemnity. Client shall indemnify Provider for claims arising from Client Data, Client's breach of law, or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Caps. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE MONTHS PRECEDING THE CLAIM. 11.2 Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INSURANCE

Provider shall maintain commercial general liability, professional liability/errors and omissions, and cyber liability insurance with limits of liability not less than those agreed upon by the Parties: General Liability: $; Professional Liability: $.

13. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services, provided Provider remains responsible for the subcontractor's acts and omissions and ensures subcontractors comply with the confidentiality and security obligations of this Agreement. Prior written consent is required for subcontractors having access to Client Data: Consent required.

14. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, and industry standards applicable to its performance under this Agreement, including data protection and export control laws where applicable.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of delivery.

16. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party; a waiver of any breach shall not constitute a waiver of any other or subsequent breach.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Entire Agreement. This Agreement, together with any Schedules and executed Change Orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof.

17.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal, and commercial objectives.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding.

18. GOVERNING LAW

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

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Survival: Provisions that by their nature should survive termination or expiration of this Agreement (including Sections 6, 7, 8, 10, 11, and 17) shall so survive.

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