Technical Services Agreement Details technical support services, specifying service levels, response times, and support hours.
Provider shall deliver professional technical services, support, and solutions as described in the attached Schedule A ("Services") during the term of this Agreement. The Services will be performed at the location as specified by the Client, or remotely as agreed upon by both Parties from time to time.
The term of this Agreement shall commence on the Effective Date and continue until the 20th day of November 2023 unless terminated earlier as per the termination provisions provided herein ("Term").
Either Party may terminate this Agreement upon written notice to the other Party in case of a material breach of this Agreement by the other Party, provided that the breaching Party has been given a thirty (30) days' written notice to cure such material breach and has failed to cure such material breach within that period.
3.1. Service Levels
Provider shall maintain a high standard of service quality and work diligently to address all Client's requests related to the Services. The Provider shall ensure that the Services are provided in a manner that is efficient, prompt, and conforms to the industry's best practices.
3.2. Response Times
Provider shall respond to any requests or notifications from the Client concerning the Services within two (2) hours during regular business hours and within four (4) hours outside the regular business hours. In case of an emergency, Provider shall respond within one (1) hour after receiving a request for assistance from the Client.
3.3. Support Hours
Provider's regular business hours are from 9:00 AM to 5:00 PM, Monday through Friday, excluding public holidays. Notwithstanding the foregoing, Provider will make all reasonable efforts to provide support to Client outside the regular business hours as and when required by the Client.
4.1. Fees and Expenses
Client shall pay Provider the fees and expenses as specified in the attached Schedule B ("Fees"). Client shall reimburse Provider for all pre-approved, reasonable costs and expenses incurred by Provider in connection with the performance of the Services.
4.2. Invoicing and Payment
Provider will invoice Client for the Fees and expenses on or before the last day of each month, or upon completion of the Services, whichever comes first. Client shall pay each invoice within thirty (30) days of receipt. Invoices not paid within this period shall bear interest at the rate of 1.5% per month, or the maximum rate allowed by applicable law, whichever is lower, from the invoice date until the date of payment.
Provider's relationship with Client will be that of an independent contractor, and nothing in this Agreement shall create or imply an agency, partnership, joint venture or employer-employee relationship between the Parties. Provider will not be entitled to any of the benefits that the Client may make available to its employees, including but not limited to health insurance, pension, or profit-sharing plans. Provider shall be responsible for any taxes, Social Security contributions, and any other fees or costs arising from the performance of the Services.
Both Parties agree to maintain the confidentiality of the terms of this Agreement and all proprietary and/or confidential information received from the other Party in connection with the performance of the Services hereunder. Both parties shall take all necessary precautions to protect the confidentiality of the other Party's information. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of two (2) years.
This Agreement shall be governed by and construed in accordance with the laws of the United States, excluding any conflict of law provisions. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in [STATE], United States.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if personally delivered, or if sent by email, facsimile, or by a nationally recognized overnight courier, on the day of receipt.
8.2. Entire Agreement
This Agreement, together with its Schedules, constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, whether oral or written, relating to the subject matter hereof.
This Agreement may be amended or modified only by a written instrument executed by both Parties hereto.
The waiver by either Party of a breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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