Quarterly Support Agreement

Quarterly Support Agreement

This Quarterly Support Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is in the business of providing technical, operational, and advisory support services described herein; and

WHEREAS, Client desires to retain Service Provider to provide quarterly support services on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services;

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

Scope of Work

Services shall include, without limitation: (a) scheduled review and maintenance activities performed each quarter; (b) up to hours of remote support; (c) priority email support with a guaranteed initial response as specified below; and (d) production of a quarterly support report delivered within days after quarter end.

Service Levels and Exclusions

Response time for critical incidents: initial acknowledgement within and resolution targets to be commercially reasonable. Non-critical requests shall have response times of no more than .

The following are excluded from the Scope of Work unless agreed in writing: major system redesign, hardware procurement, third-party licensing costs, and remediation of failures caused by Client modifications or unauthorized third-party activity.

Payment Terms

Invoices shall be payable within the period set forth in Payment Schedule. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for any reasonable collection costs incurred by Service Provider to recover overdue amounts.

Term and Termination

Term: This Agreement commences on Start Date: and continues for a period ending on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to disclose such information to any third party except as necessary to perform the obligations under this Agreement and subject to obligations of confidentiality no less protective than those herein; and (c) to use Confidential Information solely for performance under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Limitation of Liability; Indemnification

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages. Each party shall indemnify and hold harmless the other from and against third-party claims arising from its own negligent acts or omissions in performing this Agreement, provided that the indemnified party gives prompt notice and cooperates in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. Any amendment or modification of this Agreement must be made in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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