Production Support Agreement

PRODUCTION SUPPORT AGREEMENT

This Production Support Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider has experience and expertise providing technical production support, system monitoring, incident response, and remediation services for production environments; and

WHEREAS, Client operates production systems that require ongoing support to maintain availability and performance and desires to engage Service Provider to provide such services under the terms set forth herein; and

WHEREAS, Service Provider agrees to provide production support services to Client in accordance with the scope, service levels, and payment terms described in this Agreement.

SCOPE OF WORK

Service Provider shall provide production support services as described below. Services shall include monitoring, incident triage and escalation, remediation, deployment support, scheduled maintenance assistance, and periodic reporting as detailed in the scope description.

SERVICES AND SERVICE LEVELS

Service Provider will provide services in accordance with the following service levels. Response times are measured from when an incident is acknowledged by Service Provider. Severity classifications and expected response and remediation efforts will be applied as mutually agreed in the Detailed Scope Description.

PAYMENT TERMS

Client shall pay Service Provider for the services provided under this Agreement in accordance with the following payment provisions.

All fees are exclusive of applicable taxes. Client is responsible for any taxes arising from payments under this Agreement other than taxes based on Service Provider's net income. Reasonable, pre-approved out-of-pocket expenses shall be reimbursed by Client upon receipt of documentation.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Either party may terminate immediately for insolvency, bankruptcy, or actions that materially threaten the security or integrity of production systems.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive 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. Each party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to those employees, contractors and agents with a need to know, and (iii) protect such information using at least the same degree of care as it uses to protect its own confidential information but no less than a reasonable standard of care.

Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider hereby grants Client a non-exclusive, non-transferable license to any Service Provider deliverables specifically created for Client under this Agreement solely for Client's internal business operations. Any third-party software remains subject to separate third-party terms and licenses.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of its representations, warranties or obligations, or its negligence or willful misconduct in connection with performance of this Agreement. The indemnified party will provide prompt written notice of any claim and cooperate in the defense.

FORCE MAJEURE

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, pandemics, governmental action, labor disputes, third-party service outages, or network failures. The affected party shall use commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation.

GOVERNING LAW; ENTIRE AGREEMENT

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising hereunder.

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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