Legal Contract Templates Specialty Project/Service Contracts : Outsourced Help Desk Service Level Contract

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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals helpdesk, outsourcing, outsource OUTSOURCED HELP DESK SERVICE LEVEL AGREEMENT SLA THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Help Desk Consultants and CustCompany Customer Agreements consideration the mutual covenants set forth this Agreement Customer and Help Desk Consultants hereby agree follows Scope Services Help Desk Consultants shall during the Term defined below provide Customer the following support and help desk consulting services described below the Services Work Product such times Customer may reasonably request Help Desk Services include but are not limited Install patches fixes and updates operating system and servers install additional software packages the operating system server install patches fixes and updates additional software packages Maintain adequate protection and safeguard Customer against virus trojan spyware the Protections any other unauthorized intrusion Customer may specify Develop policies and procedures for updating Protections Evaluate and make recommendations Customer regarding network security Protections any other concerns Help Desk Consultants may have order safeguard Customer network workstations computers other related systems Provide consultation and installation Services for any new projects tasks that Customer requests Help Desk Consultants Provide disaster recovery from backup and maintain current file library all software licenses records purchases Help Desk Consultants have made for Customer source code and maintain history log other record for Customer concerning all installations upgrades patches other Services performed for Customer Offer general advice and guidance Customer employees end users and make recommendations Customer concerning their systems and software Liaise with hardware engineers and customer support other Services entities related the maintenance and upkeep Customer systems and software Provide two hours consultation with Customer every month order schedule any projects set priorities discuss special needs that Customer may have Limitation Services Help Desk Consultants shall not responsible for the following Liaising with billing and accounting matters related payment for software licenses Services other items unless directly provided acquired for Customer Help Desk Consultants monitoring web site web server status unless otherwise specified and agreed upon the specifications Fixing errors and omissions contained any third party resource outside the direct control Help Desk Consultants unless otherwise agreed upon the specifications Specifications Help Desk Consultants agree perform the Services pursuant the specifications set forth Exhibit attached hereto the Specifications Term Service This Agreement shall commence StartDate and shall continue full force and effect until terminated either party upon least ninety days prior written notice Absent termination notice event except breach may terminate this Agreement prior EndDate Upon termination this Agreement Help Desk Consultants shall transfer and make available Customer all property and materials Help Desk Consultants possession subject Help Desk Consultants control that are the rightful property Customer Help Desk Consultants shall make every reasonable effort secure all written descriptive matter that pertains the Services Work Product and agree provide reasonable cooperation arrange for the transfer all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein the event loss destruction any such material descriptive matter Help Desk Consultants shall immediately notify Customer the details the loss destruction writing and provide the necessary information for loss statement other documentation Customer Ownership Rights Help Desk Consultants shall have ownership all Help Desk Consultants Material Help Desk Consultants Material consists all copyrightable Materials that not constitute Services Work Product defined Section Scope Services and Exhibit Specifications Materials that are solely owned Help Desk Consultants Pre existing Works licensed Help Desk Consultants Materials that are incorporated into the Work Product part the Services Additional materials shall include but are not limited Insert additional material here Help Desk Consultants shall hold all rights title and interest and Help Desk Consultants Material Customer shall not anything that may infringe upon any way undermine Help Desk Consultants rights title and interest Help Desk Consultants Material described this paragraph Notwithstanding the above Help Desk Consultants hereby grant Customer unrestricted nonexclusive perpetual fully paid worldwide license for the use for the sublicense the use any Help Desk Consultants Material employed under this Agreement Compensation For all Help Desk Consultants Services under this Agreement Customer shall compensate Help Desk Consultants cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadline set forth Exhibit Help Desk Consultants have the right but are not obligated pursue any all the following remedies terminate the Agreement breach immediately stop all Services bring legal action Work Performed Customer Location Rules governing work performed the Help Desk Consultants that considered onsite shall defined Exhibit Rules shall include but are not limited Availability Help Desk Consultants for visits any required number onsite visits for this agreement defining provisions and responsibilities for Customer accommodate onsite visits and any other related matters pertaining work performed Customer location locations Mutual Confidentiality Customer and Help Desk Consultants acknowledge and agree that the Specifications and all other documents and information related the performance production creation any expression the Services Work Product are the property Customer Materials shared between Help Desk Consultants and Customer the Confidential Information including but not limited documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall the exclusive property the respective owner the Owning Party and will constitute valuable trade secrets Both parties shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without prior written consent from the Owning Party disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public has been previously made available the Owning Party public venue Limited Warranty and Limitation Damages Help Desk Consultants warrant the Services Work Product will conform the Specifications the Services Work Product not conform the Specifications Help Desk Consultants shall responsible for correcting the Services Work Product without unreasonable delay Help Desk Consultants sole expense and without charge Customer bring the Services Work Product into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Help Desk Consultants are not responsible for the results obtained Customer when using any Services Work Product produced Help Desk Consultants Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Help Desk Consultants set forth Exhibit attached hereto action regardless form arising out the Services rendered Work Product under the Agreement may brought either party more than one year after the cause action has occurred event shall Help Desk Consultants held liable for consequential damages Independent Contractor Help Desk Consultants are retained independent contractors Help Desk Consultants will fully responsible for payment their own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Help Desk Consultants behalf Help Desk Consultants understand that they will not entitled any fringe benefits that Customer provides for Customer employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Independent Contractor Behavior Help Desk Consultants agree adhere all Customer policies and procedures concerning code and conduct while Customer premises Customer agrees make available Help Desk Consultants prior the commencement this Agreement all manuals codes rules and regulations that Customer requires Customer staff employees read and sign Insurance Help Desk Consultants shall maintain throughout the entire term this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out based upon any act omission Help Desk Consultants any their employees agents subcontractors under this Agreement Upon written request Help Desk Consultants shall provide certificates from their insurers indicating the amount insurance coverage the nature such coverage and the expiration date each applicable policy Help Desk Consultants shall not name Customer additional insured any applicable policy any time during this Agreement condition acceptance this Agreement Equipment Customer agrees make available Help Desk Consultants for Help Desk Consultants use performing the Services required this Agreement such items hardware and software Customer and Help Desk Consultants may agree are reasonably necessary for such purpose Expenses Help Desk Consultants will not reimbursed for any expenses incurred connection with the Services Work Product whether direct indirect without the express written approval Customer Rules governing expenses for work that performed the Help Desk Consultants that considered onsite shall defined Exhibit General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Help Desk Consultants and their respective successors and assigns provided that Help Desk Consultants may not assign any their obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Assign Help Desk Consultants have right assign sell modify otherwise alter this Agreement except upon the express written advance approval Customer which consent can withheld for any reason Customer may freely assign Customer rights and obligations under this Agreement Payments the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Help Desk Consultants have the right withhold Services remove Work Product from Consultant owned resources seek legal remedy until payment made full plus accrued late charges per month Indemnification Customer warrants that everything Customer gives Help Desk Consultants the execution performance Services the creation any and all Work Product legally owned licensed Customer Customer agrees indemnify and hold Help Desk Consultants harmless from any and all claims brought any third party relating any aspect the Services Work Product including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement Use Descriptions Services Work Product for Promotional Purposes Customer grants Help Desk Consultants the right use descriptive text testimonials performance metrics and other images photos and graphics that demonstrate the Services Work Product for promotional purposes and cross link such items with other promotional resources developed Help Desk Consultants Responsibility for Theft Help Desk Consultants have responsibility for any third party taking all any part the Services Work Product results Services Work Product the improper use any third party any Services Work Product produced Help Desk Consultants Right Make Derivative Works Help Desk Consultants have the exclusive rights making any derivative works any Services methodology Work Product Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Responsibility for Loss Help Desk Consultants are not responsible for any down time lost files equipment failures acts nature any damage resultant from activities considered beyond the control Help Desk Consultants such war riots natural disasters vandalism and other events The parties represent and warrant that the date first written above they are authorized enter into this Agreement its entirety and duly bind their respective principals their signatures below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Consultant Initials

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