Level 1 Service Contract

LEVEL 1 SERVICE CONTRACT

This Level 1 Service Contract (the "Agreement") is entered into as of by and between Service Provider: with principal place of business at and Client Name: with principal place of business at . Service Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Service Provider is in the business of providing Level 1 services consisting of basic monitoring, routine maintenance, and help-desk support as described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the Level 1 services on the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be performed.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the Level 1 services described in Section 2 of this Agreement, including remote monitoring, routine system maintenance, and first-tier support. 1.2 "Deliverables" means tangible work product delivered to Client as a result of the Services.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform Level 1 Services consisting of: monitoring of specified systems, routine preventative maintenance, basic troubleshooting, and first-level user support. Detailed description:

2.2 Exclusions. Services do not include major upgrades, custom development, or on-site hardware replacement unless expressly agreed in writing. Any work outside the Scope of Services will require a written change order signed by both Parties.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date specified above and continue for a period of months, unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receiving written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees for Level 1 Services as follows: Monthly Fee: $. Additional time and materials work shall be billed at $ per hour.

4.2 Invoicing and Payment Terms. Service Provider will invoice Client monthly in arrears. Invoices are due and payable within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other, including business plans, technical data, and client information, whether disclosed orally, visually or in writing.

5.2 Obligations. The receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as required to perform the Services, and (c) use it solely for purposes of performing obligations under this Agreement. These obligations survive termination for a period of three years.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, methodologies, and software. Client shall own Deliverables specifically created for Client and paid for in full, and Service Provider hereby assigns such Deliverables to Client upon receipt of final payment.

6.2 License. To the extent Service Provider incorporates its pre-existing materials into Deliverables, Service Provider grants Client a non-exclusive, non-transferable license to use those materials solely as incorporated in the Deliverables.

7. WARRANTIES; DISCLAIMER

7.1 Limited Warranty. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation shall be to re-perform the deficient Services.

7.2 Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7.1, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Mutual Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of its breach of this Agreement, its negligence, or its willful misconduct.

8.2 Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim and shall cooperate in the defense. The indemnifying Party shall have the right to control the defense and settlement of the claim, provided any settlement that admits fault or imposes non-monetary obligations on the indemnified Party requires its prior written consent, not to be unreasonably withheld.

9. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance with limits of not less than $ per occurrence and shall provide evidence of such insurance upon Client's request.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized courier service. Notices shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a writing signed by authorized representatives of both Parties.

12.2 Waiver. No waiver of any breach or default shall constitute a waiver of any other breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Entire Agreement. This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision.

14. MISCELLANEOUS PROVISIONS

14.1 Independent Contractor. Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be responsible for all taxes and employment-related obligations for its personnel.

14.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services provided Service Provider remains responsible for subcontractor performance and compliance with this Agreement.

14.3 Records and Audit. Upon reasonable request, Service Provider shall provide Client records reasonably necessary to verify compliance with this Agreement, subject to confidentiality protections.

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