IT Service Agreement

SERVICE AGREEMENT

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PARTIES

This IT Service Agreement ('Agreement') is entered into on this {{day}} day of {{month}}, {{year}} ('Effective Date') by and between:

{{client_company_name}}, a company duly incorporated and existing under the laws of {{jurisdiction_client}}, with its registered office at {{client_company_address}} (hereinafter referred to as 'the Client'); and

{{service_provider_company_name}}, a company duly incorporated and existing under the laws of {{jurisdiction_service_provider}}, with its registered office at {{service_provider_company_address}} (hereinafter referred to as 'the Service Provider').

(Hereinafter collectively referred to as 'the Parties' and individually as 'Party').

DEFINITIONS

Unless otherwise defined, the following terms shall have the meanings ascribed to them:

"Services" means the IT services to be provided by the Service Provider to the Client as described in Schedule A.

"Service Level Agreement (SLA)" means the document outlining and agreeing on specific support and service delivery levels.

"Confidential Information" means any proprietary information, data, trade secrets, or business know-how disclosed by one Party to the other Party, whether in written, oral, electronic, or other form.

SCOPE OF SERVICES

The Service Provider shall provide the IT services to the Client as detailed in Schedule A (Service Description) attached hereto and forming an integral part of this Agreement.

Any additional services beyond the scope defined in Schedule A shall be subject to a separate written agreement and may incur additional charges.

SERVICE LEVELS AND MAINTENANCE

The Service Provider shall provide the Services in accordance with the service levels set forth in Schedule B (Service Level Agreement), which is incorporated herein by reference.

The Service Provider shall perform routine maintenance and updates as agreed upon in Schedule B to ensure the optimal performance and security of the Client's IT infrastructure covered under this Agreement. The Client will be notified in advance of any scheduled maintenance that may impact services.

FEES AND PAYMENT

The Client shall pay the Service Provider the fees for the Services as specified in Schedule C (Fees and Payment Terms).

Invoices shall be submitted by the Service Provider to the Client on a {{billing_cycle}} basis and shall be payable within {{payment_due_days}} days from the date of the invoice.

All fees are exclusive of applicable taxes, which shall be borne by the Client.

CONFIDENTIALITY

Each Party agrees to keep confidential all Confidential Information of the other Party and not to disclose such Confidential Information to any third party without the prior written consent of the disclosing Party.

This confidentiality obligation shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_months}} months, unless terminated earlier in accordance with the provisions herein.

Either Party may terminate this Agreement by providing {{notice_period}} days' written notice to the other Party.

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice thereof.

LIMITATION OF LIABILITY

Notwithstanding anything to the contrary herein, neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profits, data, or business opportunities, arising out of or in connection with this Agreement.

The total aggregate liability of the Service Provider to the Client under this Agreement shall not exceed the total fees paid by the Client to the Service Provider in the {{liability_period}} months immediately preceding the event giving rise to such liability.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

Any dispute arising out of or in connection with this Agreement shall first be resolved through good faith negotiations between the Parties. Should negotiations fail, the dispute shall be submitted to mediation in {{mediation_city}}.

If mediation is unsuccessful, the dispute shall be finally resolved by arbitration administered by {{arbitration_body}} in accordance with its arbitration rules, and the arbitration shall take place in {{arbitration_city}}.

ENTIRE AGREEMENT

This Agreement, together with its Schedules, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written.

FOR THE CLIENT:

___________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

FOR THE SERVICE PROVIDER:

___________________________

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: {{service_provider_signature_date}}