Ongoing Support Agreement

ONGOING SUPPORT AGREEMENT

This Ongoing Support Agreement ("Agreement") is entered into effective as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires ongoing technical support and related services with respect to Client's systems, applications, and network resources; and

WHEREAS, Provider represents that it possesses the expertise and resources to provide such support services and agrees to provide support under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other material provisions governing the support relationship.

SCOPE OF WORK

Provider will perform ongoing support services which may include helpdesk support, software updates, security patching, routine maintenance, monitoring, and reasonable troubleshooting ("Support Services"). Deliverables, response targets, and exclusions are further described below and in any attached Statement of Work.

PAYMENT TERMS

As consideration for the Support Services, Client shall pay Provider the fees described below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Provider shall invoice Client: Monthly Quarterly Upon milestone completion

Late payments shall accrue interest at % per month (or the maximum permitted by law), plus a minimum late payment charge of $ .

TERM AND TERMINATION

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

Either party may terminate for convenience upon days' prior written notice. Provider may terminate immediately for Client's material breach that is not cured within days after written notice. Termination for insolvency, bankruptcy, or cessation of business operations is immediate.

Upon termination, Client shall pay Provider for all Services performed and reasonable non-cancellable expenses incurred through the effective date of termination. Provider shall cease performance and return Client materials in accordance with the parties' instructions.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). The Receiving Party will not use Confidential Information for any purpose other than performing its obligations under this Agreement, and will not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The obligations of confidentiality survive termination for a period of years, except for trade secrets, which remain protected for so long as they remain trade secrets.

SERVICE LEVELS AND RESPONSE TIMES

Provider will use commercially reasonable efforts to meet response and resolution targets for incidents categorized as Critical, High, Medium and Low. Specific response targets, escalation procedures, and remedies for failure to meet service levels shall be set forth in this Section or an attached Service Level Schedule.

CHANGE REQUESTS

Changes to the Scope of Work or services shall be managed through written Change Requests. Each Change Request shall describe the change, the impact on fees and schedule, and must be signed by authorized representatives of both parties before Provider proceeds with the change.

LIMITATION OF LIABILITY & INDEMNITY

Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the most recent twelve (12) month period. Each party shall indemnify the other against third-party claims arising from its breach of this Agreement, negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any incorporated Statement(s) of Work and Change Requests executed by the parties, 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.

NOTICES

All notices under this Agreement must be in writing and addressed to the parties at the addresses set forth below or to such other address as either party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement creates an employment, agency or joint venture relationship.

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