Maintenance Agreement for SonicWall

MAINTENANCE AGREEMENT FOR SONICWALL

Parties and Agreement Data

Service Provider Name:

Client Name:

Agreement Number:     Effective Date:     Term (months):

Recitals and Definitions

Recitals: Provider is engaged in the business of providing maintenance and support services for SonicWall appliances and related security licenses. Client desires to retain Provider for the maintenance services described below under the terms and conditions set forth in this Agreement.

Definitions: "Equipment" means the SonicWall hardware and licensed appliances listed in Attachment A. "Services" means scheduled maintenance, software updates, firmware upgrades, remote troubleshooting, and limited on-site support as expressly described in Section 3. "Business Day" means Monday through Friday excluding statutory holidays in the state specified in Section 12.

Scope of Services

Provider will perform maintenance services for the Equipment, including but not limited to: periodic firmware and signature updates, configuration review, remote diagnostics, replacement guidance for failed modules, and telephone support during Provider business hours. On-site labor, spare parts, and software license fees are not included except where explicitly stated in Attachment A.

Response Time for Severity 1 (complete loss of function):    Response Time for Severity 2:

Remote support is provided during Provider standard business hours. After-hours support is available at the rates set forth in Attachment A.

Fees, Invoicing and Payment

Client shall pay Provider the fees set forth in the Itemized Fees table below. Fees are exclusive of applicable taxes unless otherwise noted. Invoicing will be performed in advance on the frequency selected below.

Accepted Payment Methods: Wire transfer Check Credit/Debit Card

Late Payment Fee: If any payment is not received within days after invoice due date, Client shall pay interest at on the outstanding balance, plus collection costs.

Term, Termination and Renewal

This Agreement shall commence on the Effective Date and continue for the term specified above. Either party may terminate the Agreement for material breach if the other party fails to cure such breach within days of written notice. Either party may terminate for convenience upon days prior written notice.

Exclusions, Warranty and Limitation of Liability

Exclusions: Provider is not responsible for failures caused by client-installed third-party software, improper configuration by Client, negligence, acts of God, or expired vendor support contracts for hardware or licenses.

Warranty: Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability resulting from fraud or willful misconduct, Provider's aggregate liability under this Agreement shall not exceed the fees paid by Client to Provider in the twelve (12) month period preceding the claim.

Confidentiality and Data Protection

Each party agrees to treat as confidential all information disclosed in connection with this Agreement. Provider shall implement reasonable technical and organizational measures to protect Client data. Provider shall notify Client without undue delay of any security incident affecting Client data.

Assignment; Governing Law; Dispute Resolution

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest. This Agreement is governed by the laws of the state of without regard to conflict of law principles. Disputes shall be resolved by binding arbitration in the county of the governing state unless otherwise agreed in writing.

Notices

Attachment A — Equipment and Services

List of covered SonicWall appliances, serial numbers, software licenses, and any special service inclusions or exclusions must be specified below.

General Provisions

Entire Agreement: This Agreement, including Attachment A and any written change orders executed by authorized representatives of both parties, constitutes the entire agreement and supersedes prior proposals or agreements.

Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in effect.

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