Support Block Document

Support Block Document

Parties and Effective Date

This Support Block Document (the "Agreement") is entered into by and between:

Effective Date:

Recitals

WHEREAS, Provider maintains personnel, expertise, and capacity to deliver technical, operational, and advisory services described herein; and

WHEREAS, Client desires to purchase a defined block of support services from Provider under the terms set forth in this Agreement; and

WHEREAS, the parties wish to record the terms governing the support block purchase, performance standards, payment, confidentiality, and termination rights.

Scope of Work

Provider will perform the services described below during the term of this Agreement. Services delivered under a purchased support block shall be charged against the block in accordance with the measurement and billing rules set forth herein.

Support Block Details

Number of hours purchased (support block):

Block purchase price (total): $    Equivalent hourly rate: $

Expiration of unused hours: — unused hours will

Payment Terms

Payment obligations are as follows. All amounts are in U.S. dollars unless otherwise stated.

Invoicing terms:    Late fee:    Minimum late fee: $

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

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

Upon termination, Client shall pay Provider for all services rendered and hours consumed under the block through the effective date of termination. Refunds of prepaid amounts, if any, will be handled in accordance with the payment schedule and any applicable setoff for work performed.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether marked confidential or that which by its nature ought reasonably to be treated as confidential. The receiving party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: Confidential Information does not include information that is or becomes public other than by breach, that was known to receiving party prior to disclosure without obligation of confidentiality, or that is independently developed without use of the disclosing party's Confidential Information. Disclosure compelled by law is permitted only after the receiving party provides prompt notice to the disclosing party and cooperates in any reasonable protective measures.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for any claim under this Agreement shall be limited to the amount paid or payable by Client to Provider under this Agreement during the six (6) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located within the governing state.

Entire Agreement; Amendments

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Sign Now