Technical Support Services Agreement

TECHNICAL SUPPORT SERVICES AGREEMENT

This Technical Support Services Agreement (the "Agreement") is entered into by and between Provider Name: and Client Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Provider is engaged in the business of providing technical support, maintenance, and assistance for information technology systems, software, hardware and network environments;

WHEREAS, Client requires ongoing technical support services for Client's systems and desires to retain Provider to supply such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SCOPE OF WORK

Provider will perform technical support services as described below. Services shall include remote troubleshooting, software configuration, routine maintenance, and escalation management. Provider will not perform new software development or custom programming unless expressly agreed in writing.

2. SERVICE LEVELS

Response Time: Provider will respond to support requests based on priority levels established below. Standard response times are: Critical — within hours; High — within hours; Normal — within business hours.

Hours of Coverage: Support coverage is provided . After-hours support may be available subject to additional fees identified in Section 3.

Remote support On-site support (additional fees) Monitoring and alerting

3. PAYMENT TERMS

Fees: Client shall pay Provider the fees set forth below for services rendered. Recurring support fee: $ per . Additional hourly work outside the scope will be billed at $ per hour.

Invoicing and Payment: Provider will invoice Client in arrears. Payment is due within days of invoice date. Accepted payment method: .

Late Fee: Past due amounts shall accrue interest at per month (or the maximum permitted by law, if less). In addition, Provider may suspend services for invoices unpaid more than days after written notice.

4. TERM AND TERMINATION

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

Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing the other Party with no less than Notice Period: days' prior written notice. Upon termination, Client will pay for all services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

Each Party acknowledges that, in the course of performing this Agreement, it may receive Confidential Information of the other Party. "Confidential Information" includes non-public business, technical and financial information, system configurations, credentials, and any information designated as confidential. Each receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees or contractors with a need to know and who are bound to maintain confidentiality. Confidential Information shall not include information that is or becomes public through no breach, is independently developed, or is rightfully obtained from a third party.

Return or Destruction: Upon termination or upon written request, the receiving Party will return or destroy Confidential Information and certify such return or destruction within days, except to the extent retention is required by applicable law, provided that retained copies remain subject to the confidentiality obligations herein.

6. INTELLECTUAL PROPERTY

Pre-existing Materials: Each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use deliverables and materials provided pursuant to this Agreement solely for Client's internal business purposes, except where a separate license agreement is executed.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification: Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement, provided the Indemnitee gives prompt written notice and cooperates in the defense.

8. DATA SECURITY

Security Obligations: Provider will implement and maintain reasonable administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction consistent with industry standards for similarly situated service providers. Provider shall notify Client of any confirmed security breach affecting Client Data within business days of discovery.

9. NOTICES

10. 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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

11. ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work 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, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

12. MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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