Managed Services Support Agreement

MANAGED SERVICES SUPPORT AGREEMENT

This Managed Services Support Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires managed services, technical support, monitoring and maintenance for certain information technology systems and related assets; and

WHEREAS, Service Provider represents that it possesses the personnel, skills, tools and expertise to provide managed services and support under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

PARTIES AND CONTACTS

SCOPE OF WORK

Service Provider shall perform managed services and support in accordance with the terms of this Agreement. Core services include monitoring, incident management, patch management, backup verification, and routine maintenance. Specific deliverables, frequency and performance obligations are described below and in the Scope of Work field.

24/7 System Monitoring & Alerts
Remote Help Desk Support (business hours)
On-site Support (per incident)
Backup Management & Verification

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the services rendered under this Agreement. All fees are due in U.S. dollars and are exclusive of applicable taxes.

Service Provider shall issue invoices in accordance with the Billing Schedule. Unless otherwise stated, Client must pay all undisputed invoices within the stated payment period. Amounts not paid when due shall accrue interest at the Late Fee rate above and Service Provider may suspend services following five (5) days' written notice if invoices remain unpaid.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure the breach within thirty (30) days after receipt of written notice. In addition, either party may terminate for convenience upon the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall protect Confidential Information disclosed by the other party (the "Disclosing Party") with the same standard of care it uses to protect its own confidential information but in no event less than a reasonable standard of care. Confidential Information includes business, technical and security information, system credentials, and any non-public data. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to limit the scope of disclosure.

Upon termination or expiration of this Agreement, the Receiving Party shall return or certify destruction of all Confidential Information in its possession, except to the extent retention is required by applicable law or for archival bookkeeping purposes.

DATA SECURITY

Service Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards to protect Client data against unauthorized access, disclosure, alteration or destruction. Service Provider shall promptly notify Client of any actual security incident affecting Client data and shall cooperate in investigation and remediation.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or unauthorized disclosure of Confidential Information, neither party shall be liable for indirect, incidental, consequential or punitive damages. Aggregate liability of Service Provider for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the detailed Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Contacts section or to such other address as either party may designate by written notice. Notice is deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) day after delivery to a nationally recognized overnight courier.

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