Monitoring Agreement Form

MONITORING AGREEMENT FORM

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing monitoring services, including but not limited to remote observation, alerting, and reporting of specified conditions and performance metrics; and

WHEREAS, Client desires to retain Service Provider to perform monitoring services as described in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to define the scope, payment, confidentiality, liability, and other obligations in this Monitoring Agreement.

Scope of Work

Service Provider shall perform the monitoring services described below and any additional services agreed in writing by the parties. Service Provider will use commercially reasonable efforts to detect, notify, and report events in accordance with the standards set forth in this Agreement.

Payment Terms

Client shall pay Service Provider the fees for the monitoring services as described below. Fees are based on the scope of services and are exclusive of applicable taxes unless otherwise stated.

Late Payment Fee: If any undisputed amount is not paid within days after the due date, Client shall pay a late fee equal to per month on the outstanding balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until the end date set forth below unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance of 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 as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Exceptions: Confidential Information does not include information that is (i) publicly available through no fault of the receiving party; (ii) lawfully obtained from a third party without breach of any obligation; or (iii) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Data Security and Privacy

Service Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the monitored data to protect against unauthorized access, disclosure, alteration or destruction. Service Provider shall notify Client promptly upon becoming aware of any security incident affecting Client data and shall cooperate in remediation.

Liability, Indemnification and Insurance

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability for claims arising under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Insurance: Service Provider shall maintain commercial general liability and other insurance coverages as are customary and appropriate for the services provided and shall provide evidence of such insurance upon Client's reasonable request.

Governing Law and Dispute Resolution

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 agree to seek resolution of disputes in good faith through negotiation; if unresolved, disputes shall be resolved in the state or federal courts located within the chosen state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment 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 shall be delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given on receipt.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Monitoring Agreement.

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