Microsoft 365 Services Agreement

MICROSOFT 365 SERVICES AGREEMENT

This Services Agreement ("Agreement") is entered into as of Effective Date: between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of provisioning subscription administration, configuration, support, and related professional services for Microsoft 365 cloud products and desires to provide such services to Client pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Client wishes to obtain Microsoft 365 licensing support, tenant configuration, migration assistance, ongoing administration, or other specified services described herein from Service Provider in consideration of the fees and schedules agreed below;

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

1. SCOPE OF WORK

Services include but are not limited to tenant assessment, user/license provisioning, mailbox migration, security baseline configuration, Teams configuration, administration of Exchange Online, SharePoint Online, OneDrive for Business, endpoint and identity support where expressly listed in the Scope of Work. Any services not specifically described as deliverables are excluded unless otherwise agreed in writing.

2. PAYMENT TERMS

Service Provider will submit invoices to Client. Unless otherwise agreed, Client shall pay invoiced amounts within days of the invoice date. Payments shall be made in U.S. dollars to the remittance instructions set by Service Provider.

Any past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Additionally, Service Provider may suspend provision of services if Client fails to pay undisputed invoiced amounts within days after notice of non-payment.

3. TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for a period of days after written notice. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination, including any non-cancellable third-party costs.

4. CONFIDENTIALITY

Each party (the "Receiving Party") will treat as Confidential Information all non‑public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes account and tenant information, user lists, licensing details, passwords, technical documentation, business plans, and pricing.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least reasonable care to protect such Confidential Information. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was rightfully known by the Receiving Party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

5. DATA PROTECTION AND SECURITY

Service Provider will implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized or unlawful processing, accidental loss, destruction or damage. Service Provider will only process Client Data as necessary to perform the services and in accordance with Client's documented instructions and applicable law.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising out of or in connection with this Agreement shall exceed the fees paid or payable by Client to Service Provider under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

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

9. NOTICES AND CONTACTS

10. ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. Force Majeure: Neither party shall be liable for delays caused by events beyond its reasonable control. Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client.

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