Network Server Management Template

NETWORK SERVER MANAGEMENT AGREEMENT

This Network Server Management Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Service Provider is experienced in network and server administration, maintenance, monitoring, and security, and represents that it possesses the professional skills, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client requires ongoing management, monitoring, and maintenance of certain servers and related infrastructure described herein and desires to retain Service Provider to perform such services on the terms and conditions set forth below; and

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

1. SCOPE OF WORK

Service Provider shall provide network and server management services for the servers identified by Client, which may include but are not limited to:

Service levels and response expectations:

Uptime Service Level Requirement:    Critical incident initial response time:

2. ACCEPTANCE OF SERVICES

Client shall provide Service Provider with administrative access, credentials, and any required documentation necessary for performance. Client represents and warrants that it has authority to grant such access and that the provision of access does not violate any third-party agreement.

Access required (list systems, credentials, and restrictions):

3. PAYMENT TERMS

Any invoice not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by law. In addition, late payments may be subject to a late fee of .

4. TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after written notice of the breach.

Upon termination, Service Provider shall deliver to Client any work in progress and Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

Each party (Recipient) will hold in confidence and will not disclose to any third party any Confidential Information of the other party (Discloser). Confidential Information means nonpublic, proprietary information disclosed by Discloser that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including system credentials, configurations, logs, and security processes.

The Recipient shall use Confidential Information solely for performance of this Agreement and shall protect it using at least the same degree of care used to protect its own confidential information, but no less than a reasonable degree of care. Confidentiality obligations shall survive termination of this Agreement for years.

6. DATA BACKUP, SECURITY, AND INCIDENTS

Client is responsible for maintaining backups unless otherwise agreed in writing. Service Provider will employ commercially reasonable security measures to protect Client systems. In the event of a security incident, Service Provider shall notify Client without undue delay and shall cooperate in remediation. Allocation of responsibilities for breach notification, forensic investigation, and costs shall be as follows:

7. LIMITATION OF LIABILITY AND INSURANCE

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for direct damages under this Agreement shall not exceed the total amount of fees paid or payable by Client to Service Provider under this Agreement during the preceding twelve (12) months. Neither party shall be liable for indirect, incidental, special, or consequential damages.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligent acts or willful misconduct in the performance of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at indemnitor's expense.

9. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the obligations hereunder.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

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

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may specify in writing).

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Additional optional service selections:

Full Management (monitoring, patching, backups, security)
Monitoring Only (alerts and reporting; no changes without approval)
On-Demand Support (pay-per-incident)

By signing below, the parties acknowledge that they have read and understood this Agreement, that they have authority to bind their respective organizations, and that this Agreement is effective as of the Effective Date first written above.

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