Technical Support Agreement

TECHNICAL SUPPORT AGREEMENT

This Technical Support Agreement ("Agreement") is entered into as of , by and between Client Name: Client Entity Type: and Provider Name: Provider Entity Type: .

RECITALS

WHEREAS, Provider is in the business of providing technical support, maintenance, and related services for information technology systems and software (the "Services");

WHEREAS, Client desires to obtain such Services from Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the Services to Client in accordance with the terms and conditions set forth herein.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Services" means the technical support, remote troubleshooting, maintenance, and other activities described in Section 2 and the attached Scope of Services.

"Business Hours" means the hours during which Provider ordinarily provides support as set forth in Section 4 unless otherwise agreed in writing.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Services below. The Services shall include remote diagnostics, remote remediation of software issues, installation of updates and patches, and advisory support as reasonably required for the systems identified by Client.

3. SERVICE LEVELS

Client shall select one of the following support levels. Provider will use commercially reasonable efforts to meet the response times associated with the selected level.

Standard Support — Response time target: hours during Business Hours.

Premium Support — Response time target: hours, 24/7.

Hourly/Ad hoc Support — Billed per hour at the rates set forth in Section 4.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, fees are due within the payment period specified and late payments shall accrue interest.

5. CLIENT RESPONSIBILITIES

Client shall provide Provider with reasonable access to systems, personnel, and information necessary for Provider to perform the Services. Client shall maintain backups and shall be responsible for data integrity and recovery unless Provider is expressly engaged to provide backup services.

6. CONFIDENTIALITY

Each party agrees that all non-public, proprietary or confidential information disclosed by one party to the other shall be held in confidence and used solely to perform its obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available without breach of this Agreement or that is independently developed by the receiving party.

The obligations set forth in this Section shall survive termination of this Agreement for years.

7. INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its pre-existing intellectual property. Provider shall retain ownership of Provider's tools, methodologies, and general know-how. To the extent work product is created specifically for Client and paid for in full, ownership shall be as expressly provided in writing; otherwise, Provider grants Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or gross negligence or willful misconduct, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed or the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, whichever is less.

10. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

11. TERM; TERMINATION

The initial term of this Agreement shall be months commencing on the Effective Date. This Agreement shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice describing the breach in reasonable detail.

12. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. 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.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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