Service Management Template

SERVICE MANAGEMENT AGREEMENT

This Service Management Agreement ("Agreement") is entered into as of by and between ("Client") and ("Provider").

WHEREAS

WHEREAS, Client engages Provider to perform professional services related to the management, maintenance, and optimization of Client's specified systems, assets, or projects as further described herein;

WHEREAS, Provider represents that it has the experience, personnel, tools, and licenses required to perform the services in a competent and workmanlike manner and shall comply with applicable laws and industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver and manage the services and Client will compensate Provider.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services performed as follows:

Late payments shall accrue interest at on any undisputed amount outstanding beyond .

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress, final deliverables for which payment has been made, and an itemized invoice for all services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without obligation of confidentiality, or (iii) independently developed without use of the other party's confidential information.

The Receiving Party shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information and shall limit access to personnel who need access to perform the services, provided such personnel are bound by confidentiality obligations no less protective than those set forth herein.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Client retains ownership of all pre-existing Client materials and of data provided to Provider. Provider grants Client a non-exclusive, non-transferable license to any deliverables delivered under this Agreement for Client's internal business purposes upon full payment. Provider retains ownership of Provider's proprietary tools, methodologies, and templates used or developed in connection with the services; Provider hereby grants Client a limited license to use such tools solely as embedded in delivered work product.

INSURANCE AND COMPLIANCE

Provider shall maintain insurance customary for the services performed, including commercial general liability and professional liability where applicable, and shall comply with all applicable laws, rules and regulations in performing the services.

GOVERNING LAW

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

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, special, punitive, or consequential damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

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