SeaGrizzly SOS Services

MANAGED IT SERVICES AGREEMENT This Managed IT Services Agreement (“Managed Services Order Form”) is made and entered into as of [Date Field In Form], by and between: SeaGrizzly, LLC, a Colorado limited liability company, with its principal place of business at 20 Raindance Trl. Dillon CO 80435 (“Service Provider”), and Client Field of Form, with its principal place of business at Client Address Filed from Form. RECITALS WHEREAS, the Service Provider is in the business of providing managed IT services and support, and WHEREAS, the Client desires to engage the Service Provider to provide certain IT services under the name “SeaGrizzly SOS Services” in accordance with the terms set forth herein, NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. SERVICES 1.1 Scope of Services: The Service Provider agrees to provide the following managed IT services (“Services”) to the Client: Network monitoring and management System updates and patch management Data backup and recovery Helpdesk support Security management 2. TERM AND TERMINATION 2.1 Term: This Agreement shall commence on Start Date of This Form and shall continue on a month-to-month basis unless terminated by either party in accordance with Section 2.2. 2.2 Termination: Either party may terminate this Agreement by providing [30] days’ written notice to the other party. Upon termination, the Client shall pay for all Services rendered up to the effective date of termination. 3. FEES AND PAYMENT 3.1 Monthly Fees: The Client agrees to pay the Service Provider a monthly fee any services ordered on this form, should the amount of devices or users change while under contract the service provider shall adjust billing according to license terms of specific vendors. 3.2 Billing: The Service Provider shall issue invoices to the Client on a monthly basis, and the Client agrees to pay each invoice within 30 days of receipt. 3.3 Late Payments: Any amount not paid within 60 days of the invoice date shall incur a late fee of 5% per month. 4. CLIENT OBLIGATIONS 4.1 Access: The Client shall provide the Service Provider with access to its systems, networks, and facilities as reasonably required for the provision of the Services. 4.2 Cooperation: The Client agrees to cooperate with the Service Provider and provide necessary information and resources to facilitate the provision of the Services. 5. CONFIDENTIALITY 5.1 Confidential Information: Both parties agree to maintain the confidentiality of any confidential information received from the other party and to use such information only for the purposes of this Agreement. 6. WARRANTIES AND DISCLAIMERS 6.1 Service Provider Warranties: The Service Provider warrants that it will perform the Services in a professional and workmanlike manner. 6.2 Disclaimers: Except as expressly provided herein, the Service Provider makes no other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. 7. LIMITATION OF LIABILITY 7.1 Limitation: The Service Provider’s liability for any claim arising out of this Agreement shall be limited to the amount paid by the Client for the Services giving rise to the claim. 8. INDEMNIFICATION 8.1 Indemnification: The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any claims, liabilities, damages, and expenses arising from the Client’s use of the Services. 9. GENERAL PROVISIONS 9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 9.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through Summit County Court in Breckenridge, CO. 9.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. 9.4 Amendments: Any amendments to this Agreement must be in writing and signed by both parties. 9.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.