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Managed Services Contract Sample

BY STEPHEN GARRIQUES ON NOVEMBER 18, 2010 IN BUSINESS MANAGEMENT, CONTRACTS, MANAGED SERVICES

The following is a service agreement (Agreement) between (Your name and/or Company) and (Your clients name and/or Company) 1. Term of Agreement This Agreement between _____________________________, herein referred to as Client, and _____________________________, herein after referred to as Service Provider, is effective upon __________, shall remain in force for a period of one year, and be reviewed annually to address any necessary adjustments or modifications for renewal. The Service Agreement automatically renews for a subsequent one year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement. a) This Agreement may be terminated by the Client upon thirty (90) days written notice if the Service Provider: I. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice. II. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice. III. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement. b) This Agreement may be terminated by the Service Provider upon sixty (90) days written notice to the Client. c) If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance. 2. Fees and Payment Schedule Fees will be $____________ per month, invoiced to Client on a Monthly basis, and will become due and payable on the first day of each month. Services will be suspended if payment is not received within 5 days following date due.

a) All fees are nonrefundable, and will cover service fees from the Service Provider. b) The Service Provider may review these fees from time-to-time, and the fees may be changed in accordance with these reviews. c) Should fees exceed the paid retainer during a given month, Will be notified before any fee increases and invoiced separately for all additional fees. d) The Service Provider will do its best to provide you with clear, timely and accurate invoices. However, the Service Provider encourages you to examine every invoice you receive. If you feel an invoice is in error, please notify the Service Provider in writing before the due date. Refer to Appendix A for services covered by the monthly fee under the terms of this agreement. It is also understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services. 3. Coverage Remote Helpdesk, Vendor Management, and Onsite support (Onsite included only if Client is receiving the Premier Coverage Plan) of Clients IT networks will be provided to the Client by Service Provider between the Normal Working Hours hours of 9:00 AM 5:00 PM Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. Hardware costs of any kind are no covered under the terms of this Agreement. a) Service performed outside Normal Working Hours, hours between 9:00 AM 5:00 PM, are considered Emergency service hours and may be subject to additional Fees. b) If the Client requests onsite service and no problem is found or reproduced, Client shall be billed at the current applicable rates of the Service Provider. 4. Limitation of Liability Under no circumstances shall the Service Provider (Or its Officers, Employees, Subsidiaries, Affiliates or Agents), or Third Party Service Providers be liable to you or any other person for any damages, including without limitation , any indirect, incidental

special or consequential damages, expenses, costs, profits, lost savings or earnings, lost or corrupted data, or other liability arising out of, or related to, the services provided by the Service Provider and/or its third party service provider, whether such liability is asserted on the basis of contract, tort or otherwise, even if the Service Provider has been warned of the possibility of such damages. In no event will any amount recoverable by the client against the Service Provider in any action arising under or related to this agreement exceed the sum of payments actually made to the Service provider for the services found to be the proximate cause of the damage. 5. Additional Maintenance Services a) Service provider shall provide support of all hardware and systems, provided that all hardware is covered under a currently active Vendor Support Contract; and all Software be Genuine, Currently Licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, the Client understands and acknowledges that it shall be solely responsible and liable for all licensing and purchasing of software. The client will indemnify the Service Provider for any installation, configuration or use of software provided by the Client. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Clients authorization to incur them. b) Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution. c) Service Provider will provide ongoing monitoring and security services of all critical devices starting _______________. Service Provider will provide monthly reports as well as document critical alerts, scans, and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means. d) From time-to-time the Service Provider may be required to engage the services of contractors for work performed as part of this agreement. 6. Warranties; Returns; Disclaimer

If you are unhappy with work performed for any reason, please inform the Service Provider within (5) business days and the Service Provider will make all reasonable efforts to fix the problem without further charges. The Service Providers work shall be deemed accepted in full if the Service Provider is not informed within five (5) business days of performance of the work. During the course of providing services, you may purchase from the Service Provider various technology equipment, software, and other peripherals (collectively *Equipment*). All Equipment, except opened software and equipment specifically described as non-returnable, can be returned to the Service Provider for a period of ten (10) days for a full refund, minus any applicable shipping fees. All returned items must be in like new condition, and include the original packaging. THE SERVICE PROVIDER DISCLAIMES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. 7. Non-Solicitation of Employees Client agrees that neither party will solicit or offer employment to the respective employee(s) or sub-contractor(s), whether directly or indirectly, during their employment or within 1 year of termination of their employment, except with the Consultants prior written approval in each case. 8. Confidentiality Each Party shall hold in trust for the other party and shall not disclose to any non-party to the Agreement, any confidential information of the other party. Confidential Information is information which relates to either partys research, development, trade secrets, or business affairs, but does no include information which is generally known or easily ascertainable by nonparties of ordinary skill in computer design, programming, networking, information technology, or the specific business interests of either party. 9. Sever-ability If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms of this Agreement remain legal and enforceable, the remainder of this Agreement shall remain operative and binding on the Service Provider and Client. 10. Entire Agreement This Agreement and the attachments hereto constitute the entire agreement between Client and Service Provider. This Agreement supercedes all prior understands,

agreements, and documentation. Any amendments or modifications shall be in writing and executed by Client and Service Provider. 11. Miscellaneous Nothing herin shall be construed to constitute the parties as principal and agent, employer and employee, partners or joint venturers. All controversies arising from this Agreement shall be governed by the laws of the State of New York and shall be adjudicated only in the State or Federal courts located in New York City. The Service Provider shall not be responsible for delays or failure in performance resulting from acts beyond the control of the Service Provider, including but not limited to natural disasters, acts of God, war, terrorism, any change in or adoption of any law or regulation, or any telecommunication line failures. 12. Acceptance of Terms Client acknowledges that the person signing this Agreement on its behalf is authorize to do so and may bind the Client to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of client. The signature of both parties shall evidence acceptance of terms of this Agreement: For (Your clients name and/or Company) Name / Title:___________________________________________ Signature:_____________________________________________ Date:_________________________________________________ For (Your name and/or Company) Name / Title:___________________________________________ Signature:_____________________________________________ Date:_________________________________________________ Appendix A. The Service Level Agreement reflects the commitment, coverage and cost for servicing the Clients LAN Environment. Based on the Service Providers evaluation of requirements, the Service Provider recommends the (Your Managed Service Plan here) Managed Service Plan for (Your clients name and/or Company)s network environment. The Premium Coverage plan provides a proactive IT solution for the Clients technology needs. With the Service

Providers offerings and vendor relationships the Service Provider can proactively manage, support and secure the Clients existing network infrastructure to avoid any possible failures and reduce downtime. Not only are the Service Providers managed services cost effective, but they are a reliable solution to the Clients current network needs. By signing with Premium Coverage Managed Service Plan, the Client hires the Service Provider to become their virtual IT department. The Service Provider then assume full responsibility of the network, allowing us to identify potential threats before they can evolve into any disturbance or outages. This comprehensive coverage consists of Network Management in the following areas: a) b) c) d) e) f) g) The Service Providers specific duties consist of the following: a) b) c) d) e)

f) g) h) i) j) k) l) m) Advantages of a fixed contract for Managed Services: a) Rather than paying hourly on an ad-hoc basis, the Client can save money and improve current service levels by paying a flat monthly rate for day-to-day support response, troubleshooting and problem resolution but with these added benefits: b) Knowing recurring costs like IT support and maintenance is key to budgeting d) A sense of insurance with the reducing the risk of unexpected costs e) The Service provider is motivated to improve management, instead of bill time. f) Research, recommendations, and review of action plan is not charged to fixed fee clients g) Fixed Fee Monthly plan provides the highest level of callback, support coverage, and onsite support response offered

Why is Managed Services Important? Networks left unmonitored and unmanaged lead to critical failures that cause a decrease in client productivity which can negatively affect client revenue. Many clients are not exposed to minor problems in their network which can lead to critical failures that cause network downtime. With managed services, these issues will be resolved proactively by the Service Provider with reasonable and satisfactory response times. This also leads to Increased operational efficiency and minimized downtime. Clients are able to focus on running their business, not their vendors along with the piece of mind that their environment is being monitored 24/7/365.