Professional Services Contract for Technical Support

Professional Services Contract for Technical Support

This Professional Services Contract for Technical Support (the "Agreement") is entered into as of Effective Date: , , by and between Client Name: with principal place of business at Client Address: , and Service Provider: with principal place of business at Provider Address: . Client and Service Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client requires technical support services for its information technology systems, software and related infrastructure; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform technical support services in accordance with industry standards and the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

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

1. Services

1.1 Scope of Services. Service Provider shall provide technical support services described in the Scope of Services below and in any attached schedule. Services shall include troubleshooting, remediation, configuration, patching, monitoring, and advisory activities as reasonably requested by Client and accepted by Service Provider.

1.2 Service Levels. Service Provider shall use commercially reasonable efforts to meet the response and resolution targets set forth below. Response Time (initial acknowledgement) for Severity 1 incidents: . For recurring breaches of the service levels, Client may pursue remedies set forth in Section 8.

2. Term and Termination

2.1 Term. The initial term of this Agreement commences on the Effective Date and continues for a period of months, unless earlier terminated as provided herein. The Agreement shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the then-current term expiration.

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

2.3 Termination for Convenience. Client may terminate for convenience upon days prior written notice, subject to payment for Services performed and non-cancellable expenses incurred through the effective date of termination.

3. Fees and Payment

3.1 Fees. Client shall pay Service Provider the fees set forth in the Fee Schedule or as otherwise agreed in writing. Fees payable on an hourly basis shall be at the rate of per hour unless otherwise agreed.

3.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly unless otherwise agreed. Invoices are due and payable within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Expenses

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performing Services. Reimbursement requires submission of receipts and is payable in accordance with Section 3.

5. Confidentiality

Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party"), except to the extent necessary to perform the Services or as required by law. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; or (c) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination, Receiving Party shall return or destroy Disclosing Party's Confidential Information upon request.

6. Intellectual Property

6.1 Preexisting Materials. Each Party retains all right, title and interest in its preexisting intellectual property. Service Provider grants Client a non-exclusive, non-transferable license to use any Service Provider preexisting deliverables solely for Client's internal business purposes in connection with the Services.

6.2 Deliverables. Subject to Client's payment of all fees due, Service Provider hereby assigns to Client all right, title and interest in and to any Work Product specifically created for Client under this Agreement, to the extent such assignment is permitted by applicable law; Service Provider shall execute such documents reasonably necessary to effectuate such assignment.

7. Warranties; Disclaimers

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

Except for liability resulting from gross negligence, willful misconduct, or breach of Section 5 (Confidentiality) or indemnification obligations, in no event shall either Party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

9. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claim arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The indemnified Party shall promptly notify the indemnifying Party of any claim and shall permit the indemnifying Party to control the defense and settlement of the claim, provided that the indemnifying Party may not settle any claim that admits liability or imposes obligations without the indemnified Party's prior written consent.

10. Insurance

Service Provider shall maintain insurance coverage reasonably sufficient for the performance of the Services, including commercial general liability and professional liability/errors and omissions insurance. Upon request, Service Provider shall provide certificates of insurance evidencing such coverages.

11. Compliance with Laws; Export

Each Party shall comply with all applicable laws, regulations and export control requirements in the performance of its obligations. Service Provider shall not export or re-export any software, technical data, or services without first obtaining all required governmental authorizations.

12. Subcontracting

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor's performance and compliance with this Agreement. Service Provider shall require subcontractors to be bound by confidentiality and IP protections no less protective than those in this Agreement.

13. Notices

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

14. Amendments; Waiver

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or any other right.

15. Governing Law

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

16. Entire Agreement

This Agreement, including any attachments or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

17. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' intent.

18. Counterparts; Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding and treated as original signatures.

Miscellaneous

The Parties acknowledge that the relationship created by this Agreement is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Service Provider shall be responsible for all taxes and other obligations arising from the compensation paid to Service Provider.

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