Service Restoration Agreement

SERVICE RESTORATION AGREEMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing technical and operational services for restoration and recovery of systems and infrastructure affected by outages or service degradation; and

WHEREAS, Client requires emergency and scheduled restoration services to return systems to agreed operational standards and desires to engage Service Provider to perform such restoration services as set forth in this Agreement.

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

1. Scope of Work

Service Provider shall perform restoration services described below and in any attached statement of work. The services shall include diagnosis, repair, system reconfiguration, validation testing, and documentation of restoration activities. Acceptance will be by Client upon successful restoration to the agreed acceptance criteria set forth in this Agreement.

2. Service Restoration Protocols

Response Time: Service Provider shall acknowledge a restoration incident within hours of notification and commence restoration activities without undue delay.

Target Restoration Window: For incidents classified as critical, Service Provider will use commercially reasonable efforts to restore service within hours from commencement of restoration work.

Escalation: If restoration is not achieved within the target restoration window, Service Provider shall escalate to senior technical resources and provide written status reports to Client every hours until resolution.

3. Payment Terms

Client shall pay Service Provider for restoration services as follows.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at , or the maximum lawful rate if lower.

4. Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party.

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

5. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including technical data, trade secrets, incident reports, restoration plans, and business information. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit access to those employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to third parties except as required by law or with prior written consent of the disclosing party.

Confidentiality obligations under this Section survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets.

6. Warranties, Indemnification, and Limitation of Liability

Service Provider warrants that restoration services will be performed in a competent and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification: Service Provider shall defend, indemnify and hold harmless Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of restoration services. Client shall indemnify Service Provider for claims arising from Client's acts, omissions or breach of this Agreement.

Limitation of Liability: Except for indemnification obligations and liability for willful misconduct or gross negligence, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. Governing Law

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

8. Entire Agreement

This Agreement, including any statements of work or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as the party may designate by notice in accordance with this Section.

Sign Now