Professional MSP Services Agreement

PROFESSIONAL MSP SERVICES AGREEMENT

This Professional MSP Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , Entity Type: Corporation LLC Individual , Principal Place of Business: (hereinafter "Provider"), and Client Name: , Entity Type: Corporation LLC Principal Place of Business: (hereinafter "Client"). Provider and Client may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing managed information technology services, including proactive monitoring, managed security, patch management, backup and recovery, and technical support;

WHEREAS, Client desires to engage Provider to perform such managed services on the terms and conditions set forth herein, and Provider is willing to provide such services to Client;

WHEREAS, the Parties intend that this Agreement set forth the scope, service levels, fees, confidentiality and related terms governing Provider's performance of the managed services for Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the managed services described in Section 2 and the applicable Service Schedule, including monitoring, maintenance, support, backup and security services. 1.2 "Service Levels" means the performance standards set forth in Section 3. 1.3 "Confidential Information" means non-public information marked or otherwise identified as confidential or that, by its nature or under the circumstances, ought reasonably be treated as confidential. 1.4 "Deliverables" means any tangible work product provided by Provider to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Services to Be Performed. Provider shall perform the Services described in the Service Description below and in any attached Service Schedule. Provider shall use commercially reasonable efforts and qualified personnel to perform the Services in a professional and workmanlike manner consistent with industry standards.

2.2 Change Orders. Any material change to the scope, schedule, or fees shall be documented in a written change order and signed by authorized representatives of both Parties. Provider shall not be obligated to perform changes until a change order is executed.

3. SERVICE LEVELS

3.1 Availability. Provider shall use commercially reasonable efforts to provide Services with at least % monthly availability, measured in accordance with Provider's monitoring systems.

3.2 Response and Resolution. Provider shall respond to Priority 1 incidents within hour(s) and shall use reasonable efforts to resolve incidents in accordance with mutually agreed priority definitions. Response times are measured from receipt of notice by Provider.

3.3 Service Credits. If Provider fails to meet the Service Levels, Client may be entitled to service credits calculated as: . Service credits shall be Client's exclusive remedy for unavailability or failure to meet Service Levels.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Service Schedule. Monthly Fee: . Billing Frequency: .

4.2 Payment Terms. Invoices are due and payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes and Expenses. Client shall be responsible for all taxes, excluding taxes on Provider's net income. Reasonable out-of-pocket expenses incurred by Provider in the performance of Services shall be reimbursed by Client if pre-approved in writing.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice specifying the breach.

5.3 Termination for Convenience. Client may terminate for convenience upon days' prior written notice, subject to payment of fees for the notice period and any non-cancellable third-party commitments.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall hold Confidential Information of the other in strict confidence and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving Party.

6.2 Return or Destruction. Upon expiration or termination of this Agreement, each Party shall return or destroy the other Party's Confidential Information in its possession, except for one archival copy retained for legal or compliance purposes.

7. DATA SECURITY AND PRIVACY

7.1 Security Measures. Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of Client data to protect against unauthorized access, disclosure, alteration or destruction. Provider shall maintain commercially reasonable patching, monitoring and backup procedures.

7.2 Breach Notification. Provider shall notify Client without undue delay and no later than hours after discovery of a security incident affecting Client data and shall reasonably cooperate with Client's incident response and remediation efforts.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing IP. Each Party retains all right, title and interest in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing IP.

8.2 Deliverables. Upon full payment of all Fees due for Deliverables, Provider assigns to Client all right, title and interest in the Deliverables prepared specifically for Client, except for Provider's underlying tools, templates, methodologies and other intellectual property, which Provider retains a perpetual, non-exclusive, worldwide license to use.

9. WARRANTIES; DISCLAIMERS

9.1 Limited Warranty. Provider warrants that the Services will be performed materially in accordance with this Agreement. Provider's sole obligation and Client's sole remedy for breach of this warranty shall be the re-performance of the nonconforming Services or, if Provider cannot remedy the breach, a refund of fees attributable to the nonconforming Services.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

10.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE MONTH(S) PRECEDING THE CLAIM.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall indemnify and defend Client from and against third-party claims arising from Provider's gross negligence, willful misconduct or material breach of its obligations under this Agreement, and shall pay damages finally awarded against Client, subject to the limitation in Section 10.

11.2 Client Indemnity. Client shall indemnify and defend Provider from third-party claims arising from Client's negligence, breach of this Agreement, or Client data that infringes third-party rights.

12. INSURANCE

Provider shall maintain insurance coverage customary for the provision of managed services, including commercial general liability and professional liability/errors and omissions insurance with limits of not less than per occurrence, and shall provide evidence of such insurance upon request.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, certified mail (return receipt requested) or other mutually agreed means and shall be effective upon receipt.

14. ASSIGNMENT

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

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Exclusive venue for disputes shall be the state and federal courts located in such state.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Service Schedules and accepted change orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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