IT Managed Services Agreement

This IT Managed Services Agreement (the "Agreement") is entered into on 2023-10-01 (the "Effective Date") by and between Client Inc. ("Client") with an address of 123 Client St and MSP Provider ("Provider") with an address of 456 Tech Blvd.

1. Scope of Managed IT Services

Provider agrees to provide the following managed IT services to Client:

Network Management:

• Network monitoring and maintenance: 24/7 Monitoring
• Firewall configuration and management
• VPN setup and support
• Network security monitoring
• Bandwidth monitoring and optimization

Server Management:

• Server monitoring (24/7): Included
• Server updates and patch management
• Backup management and verification
• Performance optimization
• Capacity planning

Workstation/Endpoint Management:

• Desktop and laptop support
• Operating system updates and patches
• Antivirus and anti-malware management
• Software installation and updates
• User account management

Help Desk/User Support:

• 8am-6pm M-F help desk support
• Remote support for users
• On-site support: As needed
• Ticket-based support system
• User training: Basic onboarding

Security Services:

• Security monitoring and threat detection
• Vulnerability assessments: Quarterly
• Security patch management
• Incident response
• Security awareness training: Annual

Backup and Disaster Recovery:

• Daily automated backups
• Backup monitoring and verification
• 30 days retention period
• Disaster recovery planning
• Annual disaster recovery testing: Included

Cloud Services Management:

• Cloud platform management: Azure/AWS
• Microsoft 365/Google Workspace administration
• Cloud backup solutions
• Cloud security management

Additional Services: None

2. Services Specifically Excluded

The following services are NOT included in this Agreement and will be billed separately:

• Major hardware purchases
• Software licensing (unless specified): Billed separately
• On-site visits beyond: 4 hours/month
• After-hours emergency support beyond business hours
• Project work (new installations, migrations, major upgrades)
• Third-party vendor management
• None

3. Service Level Agreement (SLA)

System Uptime Guarantee: 99.9% uptime for managed systems

Response Times:

Support Hours: support hours

After-Hours Support: after hours support (availability and additional fees if applicable)

SLA Credits: If Provider fails to meet SLA commitments, Client will receive service credits as follows:

• Uptime below guaranteed level: uptime credit
• Response time failures: response credit

Exclusions from SLA: SLA does not apply to:

• Issues caused by Client's actions or third parties
• Force majeure events
• Scheduled maintenance (with proper notice)
• Hardware failures of Client-owned equipment
• Internet service provider outages

4. Client Environment and Systems Covered

Number of Users/Endpoints: covered users users / covered devices devices

Servers: covered servers servers

Network Equipment: network equipment

Software Platforms: software platforms

Cloud Services: cloud services

Office Locations: office locations

Changes to Environment: Client must notify Provider of additions/changes. Additional devices/users may incur additional fees: addition fee structure

5. Client Responsibilities

Client agrees to:

• Provide accurate network documentation and credentials
• Provide remote access to systems as needed
• Designate a primary contact: client contact name
• Notify Provider of changes to IT environment
• Purchase hardware/software as recommended by Provider
• Maintain current licenses for software
• Follow Provider's security policies and recommendations
• Respond to Provider requests for information promptly
• Provide physical access to equipment when necessary
• Maintain adequate internet connectivity
• additional client responsibilities

Client Contact Information: Primary Contact: client contact name Email: client contact email Phone: client contact phone

6. Provider Responsibilities

Provider agrees to:

• Provide services described in this Agreement
• Meet SLA commitments
• Maintain qualified technical staff
• Keep Client's systems secure and up-to-date
• Provide monthly service reports
• Maintain professional certifications: provider certifications
• Respond to support requests within SLA timeframes
• Maintain confidentiality of Client information
• Provide advance notice of scheduled maintenance
• Document all work performed

7. Fees and Payment

Monthly Recurring Fee: monthly fee

Fee Includes:

• All services listed in Section 1
• Up to included users users / included devices devices
• Up to included onsite on-site visits per month (if applicable)
• Remote support during business hours
• additional inclusions

Additional Fees:

• Additional users: per user fee per user per month
• Additional devices: per device fee per device per month
• After-hours emergency support: after hours rate
• On-site visits beyond included: onsite visit fee
• Project work: project rate

Invoicing: Client will be invoiced billing frequency (monthly / quarterly / annually)

Payment Terms: Payment due within payment due days days of invoice date

Payment Method: payment method

Late Payments: Late payments subject to late fee per month and may result in service suspension after suspension days days

Fee Adjustments: Fees may be adjusted annually with fee increase notice days notice

8. Term and Renewal

Initial Term: initial term months months beginning on start date

Renewal: This Agreement will automatically renew for successive renewal term-month periods unless either party provides written notice of non-renewal at least renewal notice days days before the end of the current term

Price Lock: Pricing guaranteed for initial term. Renewal pricing: renewal pricing terms

9. Termination

Termination for Convenience: Either party may terminate this Agreement upon termination notice days days written notice during any renewal period

Early Termination by Client: If Client terminates during initial term, Client shall pay: early termination fee

Termination for Cause: Either party may terminate immediately if:

• Material breach not cured within cure period days days of notice
• Bankruptcy or insolvency
• Fraud or misrepresentation
• Nonpayment (for Provider termination)

Effect of Termination:

• All outstanding fees become immediately due
• Provider will provide transition assistance for: transition period
• Provider will return all Client data and property
• Client will return all Provider equipment
• Access credentials will be changed

10. Data Protection and Security

Data Security: Provider will maintain reasonable security measures to protect Client data

Encryption: Data transmission and storage: encryption standards

Access Controls: Provider personnel access limited to those with business need

Security Incidents: Provider will notify Client within breach notification hours hours of discovering a security breach

Compliance: Services will comply with: compliance requirements (e.g., HIPAA, PCI-DSS, GDPR)

Security Policies: Client will adhere to Provider's security policies: security policy reference

11. Confidentiality

Confidential Information: Each party agrees to maintain confidentiality of:

• Business information
• Technical information
• Customer data
• Proprietary processes
• Financial information

Exceptions: Information that is publicly known or independently developed

Duration: Confidentiality obligations survive termination for confidentiality years years

12. Data Ownership and Backup

Data Ownership: All Client data remains the sole property of Client

Backup Terms:

• Frequency: backup frequency
• Retention: 30 days
• Storage location: backup location
• Encryption: backup encryption
• Recovery testing: backup testing

Data Return: Upon termination, Provider will return all Client data in format: data return format

Data Destruction: Provider will securely delete Client data after: data deletion period

13. Warranties and Disclaimers

Provider Warrants:

• Services performed professionally and competently
• Personnel are qualified and trained
• Compliance with applicable laws
• Possession of necessary licenses and insurance

Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. PROVIDER DOES NOT WARRANT THAT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

Client Warranties:

• Authority to enter this Agreement
• Ownership/rights to all Client systems and data
• Accurate information provided to Provider

14. Limitation of Liability

Liability Cap: Provider's total liability under this Agreement shall not exceed liability cap (typically 12 months of fees paid)

Excluded Damages: Neither party liable for indirect, consequential, incidental, or punitive damages

Exceptions: Limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality
• Indemnification obligations
• Data breaches due to Provider negligence

15. Indemnification

Provider Indemnifies Client: Against third-party claims arising from:

• Provider's breach of this Agreement
• Provider's negligence or misconduct
• Infringement of third-party IP rights by Provider's tools

Client Indemnifies Provider: Against claims arising from:

• Client's breach of this Agreement
• Client's use of services outside scope of Agreement
• Client's data or content
• Client's violation of laws or third-party rights

16. Insurance

Provider Insurance: Provider maintains:

• General Liability: gl insurance amount
• Professional Liability (E&O): eo insurance amount
• Cyber Liability: cyber insurance amount
• Workers' Compensation (if required by law)

Proof of Insurance: Available upon request

17. Dispute Resolution

Governing Law: This Agreement shall be governed by the laws of governing jurisdiction

Dispute Resolution:

1. Good faith negotiation between designated representatives
2. Mediation in mediation location
3. final resolution method (binding arbitration / litigation)

Attorney Fees: Prevailing party entitled to reasonable attorney fees and costs

Injunctive Relief: Either party may seek injunctive relief for breach of confidentiality

18. Miscellaneous

Independent Contractor: Provider is an independent contractor, not employee, agent, or partner of Client

No Assignment: Neither party may assign without written consent, except to successor entity in merger/acquisition

Entire Agreement: This Agreement constitutes entire understanding and supersedes all prior agreements

Amendments: Must be in writing signed by both parties

Severability: Invalid provisions do not affect remaining terms

Waiver: Failure to enforce any provision does not waive future enforcement

Force Majeure: Neither party liable for delays due to circumstances beyond reasonable control

Notices: Written notices to addresses above or email addresses in Section 6

Subcontractors: Provider may use subcontractors subject to same confidentiality and security requirements

Survival: Confidentiality, data protection, liability limitations, and indemnification survive termination

19. Service Reports and Reviews

Monthly Reports: Provider will provide monthly reports including:

• Tickets opened and resolved
• System uptime statistics
• Security incidents
• Backup status
• Recommendations
• additional reporting

Quarterly Business Reviews: qbr frequency review meetings to discuss:

• Service performance
• IT strategy and planning
• Budget and forecasting
• Upcoming projects

20. Notices

Client: Email: client email Phone: client phone Address: 123 Client St

Provider: Email: provider email Phone: provider phone Emergency Contact: provider emergency contact Address: 456 Tech Blvd

21. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.