Managed Services Agreement

MANAGED SERVICES AGREEMENT

This Managed Services Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing managed information technology services and related support; and

WHEREAS, Client desires to engage Service Provider to perform the managed services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF SERVICES

Service Provider shall provide managed services to Client as described below. Services include monitoring, maintenance, security management, backup and recovery, patch management, and helpdesk support as set out in the service schedule. Specific deliverables, tasks, and exclusions are described in the scope below.

SERVICE LEVELS

Service Provider shall provide services in a professional and timely manner consistent with industry standards. Response times and resolution targets are set forth below. Service credits for failure to meet service levels shall be Client's sole remedy for service-level breaches.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless terminated earlier in accordance with this Agreement.

Commencement Date:    Termination Date:

CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without reference to the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY; DATA

Client retains all right, title and interest in Client Data. Service Provider retains all right, title and interest in its pre-existing tools, methodologies, software and intellectual property. Service Provider grants Client a non-exclusive, non-transferable license to any Service Provider materials delivered to Client solely for Client's internal use during the term. Service Provider shall implement reasonable administrative, physical and technical safeguards to protect Client Data.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or infringement of intellectual property, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Except as otherwise expressly provided, the aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. Each party shall indemnify the other from third-party claims arising from its own negligence, willful misconduct, or breach of representational obligations under this Agreement, subject to the indemnified party providing prompt notice and cooperation.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below by certified mail, nationally recognized overnight carrier, or email followed by confirmatory delivery.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates an employment, agency or partnership relationship. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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