RMSA Service Agreement

RMSA Service Agreement

This RMSA Service Agreement ("Agreement") is entered into as of the day of , , by and between Client Name: , with principal address at , represented by (Title: ), and Service Provider Name: , with principal address at , represented by (Title: ). The Client and the Service Provider are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Provider maintains and performs remote monitoring, maintenance, support, and related managed services described herein and in any Statement of Work executed under this Agreement (collectively, the "Services");

WHEREAS, Client desires to retain Provider to perform the Services for Client's systems and infrastructure identified in a Statement of Work and Provider is willing to perform the Services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement govern the Parties' general relationship and that specific scope, schedules, service levels, and fees be set forth in one or more Statements of Work executed by the Parties.

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

1. Definitions

1.1 "Agreement" means this RMSA Service Agreement including all attached and subsequently executed Statements of Work. "Confidential Information" means non-public information disclosed by one Party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2. Services

2.1 Provider shall provide Services described in an executed Statement of Work. Each Statement of Work shall reference this Agreement and shall describe the scope, deliverables, service levels, response times, applicable fees and acceptance criteria. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

3. Term

3.1 The initial term shall commence on day of , and shall continue for a period of months unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall renew automatically for successive terms of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. Fees and Payment

4.1 Client shall pay Provider the fees set forth in each Statement of Work. Unless otherwise stated, fees are payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law. Client shall reimburse Provider for pre-approved out-of-pocket expenses.

5. Change Orders

5.1 Any change to the scope of Services must be documented in a written change order signed by authorized representatives of both Parties. Change orders shall specify any adjustment to fees, schedule, and acceptance criteria. Provider shall not be required to perform Services outside the scope of an executed Statement of Work.

6. Confidentiality

6.1 Each Party shall maintain Confidential Information of the other Party in strict confidence and shall not disclose such information to third parties except to its employees, contractors and advisors with a need to know and subject to equivalent confidentiality obligations. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed, or is required to be disclosed by law.

7. Intellectual Property

7.1 Client retains ownership of Client Data. Provider retains ownership of Provider Tools, methodologies and any pre-existing intellectual property. To the extent Provider creates deliverables specifically for Client under a Statement of Work, Provider hereby grants Client a perpetual, non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes, subject to Client's payment of all fees due.

8. Warranties; Disclaimer

8.1 Provider warrants that it will perform Services in a professional manner in accordance with applicable industry standards. Client's sole and exclusive remedy for breach of the warranty set forth in this Section shall be re-performance of the affected Services at Provider's expense. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

9.1 Provider shall indemnify, defend and hold Client harmless from and against any third party claim arising from Provider's gross negligence or willful misconduct in performing Services. 9.2 Client shall indemnify, defend and hold Provider harmless from and against any third party claim arising from Client Data, Client's misuse of deliverables, or Client's breach of this Agreement.

10. Limitation of Liability

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. 10.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Termination

11.1 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. 11.2 Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination and any non-cancellable obligations.

12. Notices

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

13. Insurance

13.1 Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

14. Governing Law; Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration if the Parties cannot resolve the dispute through good faith negotiation within thirty (30) days.

15. Entire Agreement; Severability; Amendments; Waiver; Counterparts

15.1 This Agreement, together with all Statements of Work executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements. 15.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 15.3 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. 15.4 No failure or delay by either Party in exercising any right shall operate as a waiver of that right. 15.5 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.

16. Miscellaneous

16.1 Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor by merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement. 16.2 The Parties are independent contractors and nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between the Parties.

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