Standby Services Agreement

Standby Services Agreement

This Standby Services Agreement ("Agreement") is made effective as of by and between:

Parties

Recitals

WHEREAS, Client requires standby services to ensure immediate availability of personnel and resources to respond to outages, incidents, or urgent service needs; and

WHEREAS, Service Provider represents that it has the capability and experience to perform standby services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such standby services.

Scope of Work

Service Provider shall provide standby services as described below. Services include but are not limited to on-call availability, remote diagnostics, priority dispatch of personnel, emergency response, and coordination with Client's on-site staff. Specific response levels, staffing requirements, and escalation procedures are set forth in the Scope of Work field and any attachments incorporated herein.

Payment Terms

Client shall pay Service Provider for standby services in accordance with the following fees and schedule.

All fees are exclusive of taxes. Client shall reimburse or pay any applicable sales, use, value-added, or other transactional taxes, except taxes based on Service Provider's net income.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice describing the breach.

Upon termination, Service Provider shall be paid for standby services performed and documented prior to the effective date of termination, and the parties shall promptly return or destroy confidential information as required by this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether marked confidential or identified as confidential at disclosure, including business plans, technical data, service methods, and customer information. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the performance or enforcement of this Agreement; and (c) not disclose Confidential Information to third parties except to its employees and subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law or valid court order is permitted provided the receiving party gives prompt notice and cooperates with any efforts to seek protective relief.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from indemnification obligations, a party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, special, consequential or punitive damages.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing in accordance with this Section. Notices are effective upon receipt.

Governing Law; Dispute Resolution

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. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous oral and written agreements and understandings. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the waiving party. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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