Professional Services Server Support Agreement

PROFESSIONAL SERVICES SERVER SUPPORT AGREEMENT

This Professional Services Server Support Agreement (the Agreement) is made as of by and between , with principal place of business at (Service Provider), and , with principal place of business at (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing server administration, monitoring and technical support services and possesses the personnel, expertise, and tools necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to provide server support and related professional services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Service Provider to perform the services described in Section 2 in accordance with the service levels and pricing in this Agreement.

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

1. DEFINITIONS

1.1 "Services" means server monitoring, maintenance, support, patches, backups, emergency response, and any additional professional services described in Appendix A or otherwise agreed in writing.

1.2 "Work Product" means software, scripts, configurations, documentation and deliverables created by Service Provider in the performance of the Services.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide the Services described in this Agreement and in the Service Description below. Services shall include routine monitoring, application of security updates, performance tuning, scheduled backups, and incident response in accordance with agreed service levels.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months (Initial Term). Thereafter this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

3.2 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 describing the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth below for the Services. Fees are payable in U.S. dollars.

4.2 Invoicing and Payment Terms. Service Provider shall invoice monthly in arrears. Client shall pay all undisputed invoices within days of receipt. Late payments accrue interest at a rate of per month or the maximum lawful rate, whichever is less.

5. SERVICE LEVELS

5.1 Availability. Service Provider shall use commercially reasonable efforts to maintain server availability of measured monthly, excluding scheduled maintenance windows of which Service Provider shall provide at least days' notice.

5.2 Response Times. Service Provider shall respond to incidents as follows: Critical incidents within hour(s); High priority within hours; Normal within hours.

6. CLIENT OBLIGATIONS

6.1 Client shall provide Service Provider with timely access to systems, credentials, information, and personnel necessary to perform the Services. Client is responsible for maintaining current backups unless backup services are expressly included in the Service Description.

7. CONFIDENTIALITY

7.1 Each party shall treat as confidential all information received from the other party that is marked confidential or would reasonably be understood to be confidential. Confidential information shall not include information that is publicly known, independently developed, or required to be disclosed by law.

7.2 Service Provider may only use Client Confidential Information to perform the Services and shall implement reasonable administrative, technical and physical safeguards to protect such information.

8. INTELLECTUAL PROPERTY

8.1 Client retains all right, title and interest in Client data and pre-existing intellectual property. Service Provider retains all right, title and interest in its pre-existing tools, methodologies, and software. To the extent Work Product is custom-developed for Client, Service Provider assigns to Client all intellectual property rights in such Work Product, subject to Service Provider's rights in tools and in-house components.

9. WARRANTIES; DISCLAIMER

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. The foregoing warranty is exclusive and in lieu of all other warranties, whether express, implied or statutory, including any warranty of merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or indirect damages, including lost profits. 10.2 The aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

11. INDEMNIFICATION

11.1 Each party shall defend, indemnify and hold harmless the other party from and against any third party claims arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, provided the indemnified party provides prompt written notice and reasonable cooperation in the defense and control of such claim.

12. INSURANCE

12.1 Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance reasonably evidencing coverage.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, commercial courier, or certified mail (return receipt requested), or by email with confirmation of receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 14.2 No waiver of any breach shall be deemed a waiver of any subsequent breach. 14.3 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 Entire Agreement. This Agreement, including any attachments and accepted orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Relationship of the Parties. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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