weeks looking at all the others, I found this has to be the best, for ease of use and producing professional looking documentation. I really do not know where our company would be without it."
DATA BACKUP AND STORAGE AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer The purpose of this Agreement hereafter referred to as the Agreement is to set forth contract arrangement under which Company will provide offsite Data Backup and Storage services Data Backup and Storage Services on behalf of Customer. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Customer hereby agree as follows. 1. Terms. Subject to the terms and conditions of this Agreement Company will provide Data Backup and Storage Services for Customer subject to the following terms. a Length of Service. Customer agrees to an initial six month or twelve month contractual term of service Term The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company.
b Service Start Date. The first payment plus setup charges if any shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon mutually agreed upon alternate date. c Renewal by Customer. This Agreement will automatically renew for successive six or twelve month Terms unless canceled in writing by Customer at least days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Customers account. d Type of Service s.
Company will provide Customer with custom offsite data backup and storage solution according to the attached Specifications Exhibit and may comprise one or more of the following types of backups or consulting. Backup and Restoration of Data Consulting. Company consultants will make recommendations to Customer on the type of backups and storage that fit the Customers goals and objectives. Consultants will take into consideration the amount of storage space as well as the speed of the restoration and retrieval of archived data. Consultants may recommend combination of different backup and incremental backup types to meet Customer goals and objectives. Standard Copy Backup. A standard copy backup that copies all selected files but will not mark each file as archived or otherwise flagged as having been backed up. Standard Daily Backup. A standard daily backup that copies all selected files that have been modified on the day that the backup is performed however the files are not marked as archived or otherwise flagged as having been backed up. Standard Incremental Backup. A standard incremental backup that copies all of the data that has been modified since the last standard incremental backup.
Archival Backup. An archival backup that copies all of the data whether or not it has been modified since the last backup. Physical Storage of Backup Media. A physical location that serves as storage for Customers data data backups and related storage media. Transportation of Backup Media. Services involved in the transporting of backup media between Customer and Companys facilities or location s. e Limitations of Service. The nature of Customer data and backups is that they are stored on impermanent physical media which are subject to degradation and technological change. Company will make every effort to continually transfer or upgrade storage devices and media in order to fulfill its obligations under this agreement. Company reserves the right to transfer and upgrade all media and backups as it sees fit unless otherwise agreed upon in the Specifications.
f Limitations Due to Time. All data backup and storage is performed on pre determined schedules i. e. hourly daily weekly determined by the level of service desired and set forth in the Specifications. Company is not responsible for loss of data or absence of backup between the time backup starts and the next scheduled backup. The type of backup performed will also dictate the availability of restorable media; restore points snapshots or any other data backup or storage requirement that may be needed by the Customer at any given time. 2. End User Pricing and Compensation. End user pricing and compensation is outlined on Exhibit attached and is subject to change at the sole discretion of Company. 2 Excessive Use of Services.
Company may impose an additional charge or restriction of services at any time that Customers use of the services imposes considerable effect on Company resources or system performance. Company shall have sole discretion as to what constitutes excessive use and what activity is considered violation of either the Company Acceptable Use Policy or level of service that the Customer is currently using. Company is responsible for monitoring such excessive use for the account as whole and has no responsibility to identify Customers individual end user employee or other agent who may or may not be responsible for the excessive use of services. 3. Terms of Payment. Terms of payment are C. O. D. unless credit approval has been granted by Company. If credit approval has been granted credit terms are net days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than days. 4. Proprietary Information. Proprietary information exchanged here under shall be treated as such by Customer. This information shall include but not be limited to the provisions of this Agreement product and services information and pricing. Customer further agrees to not decompose disassemble decode or reverse engineer any Company program code or technology delivered to Customer or any portion thereof.
5. Censorship. Company will exercise no control whatsoever over the content of the information passing through the network email or web site. 6. Warranties. Company makes no warranties or representations of any kind whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer including loss of data resulting from delays non deliveries or service interruptions by any cause or errors or omissions of Customer. Use of any information obtained by way of Company is at Customers own risk and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end to end connection. Company does not represent guarantees of speed or availability of end to end connections. Company expressly limits its damages to Customer for any non accessibility time or other down time to the pro rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as consequence of such unavailability. 6 Antivirus Trojan and Malicious Code Disclaimer. Company storage devices make use of enterprise class antivirus software in order to protect the server and detect viruses and other malicious code. Infected files will be handled per Company policy and preferences and Company will notify Customer that an infection has been detected in the data being backed up and stored by Company. Company will not under any circumstance attempt to delete repair or otherwise remove the infection in any file. Customer assumes all responsibility for data backed up on Company storage devices and media that contain virus or malicious code. Customer is responsible for implementing Customers own internal policies and procedures for opening potentially dangerous attachments and is encouraged to install antivirus software on all access points or computers using Company Data Backup and Storage Services.
6 Warranties on Restoration of Files and Data. Customer assumes all responsibility for the integrity and the suitability of the data that is to be restored. Specific requirements for testing the suitability of any data that is to be restored schedules for such testing and scenarios under which the retrieval and restoration of data and backup files will occur shall be outlined in the Specifications. 7. Trademarks and Copyrighted Material. Customer warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service. 8. Transfer of Agreement. Customer may not assign or transfer this Agreement in whole or in part without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of its business ownership change or change in jurisdiction Customer shall notify Company by mail facsimile or email no less than days prior to the effective date of the event. 9. Termination. Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events. failure to comply with any provisions of this Agreement or the Acceptable Use Policy upon receipt of written notice from Company of said failure appointment of receiver or upon the filing of any application by Customer seeking relief from creditors upon mutual agreement in writing of Company and Customer. 9. 1. Account Deactivation Termination or Cancellation.
Upon account deactivation termination or deletion all files and data stored on Company servers will be immediately deleted immediately. Company has no obligation or responsibility to store Customers data after Customers account has been deactivated or terminated. 10. Disputes. If legal proceedings are commenced to resolve dispute arising out of or relating to this Agreement the prevailing party shall be entitled to recover all costs legal fees and expert witness fees as well as any costs or legal fees in connection with any appeals. 11. Indemnification. Customer shall indemnify and hold Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees of whatsoever kind and nature that may be asserted granted or imposed against Company directly or indirectly arising from or in connection with Customers marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Customer.
12. General. If any provision of this Agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. failure by any party to exercise or delay in exercising right or power conferred upon it in this Agreement shall not operate as waiver of any such right or power. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials
company name Project Problem Report address address city state or province zip or postal code Phone phone number DATE. current date Client. company name
city state or province zip or postal code Phone phone number For. General Description of Project Initial and Date Description of Problem Problem Reported. Insert description of problem component affected error messages how to reproduce the problem etc. Contact email phone for reporter of problem. Insert contact information here Verified by Developer Problem Fixed Fix Tested
Fix Accepted by Client ACCEPTANCE OF PROBLEM REPORT. Clients signature Developers signature
OUTSOURCED HELP DESK SERVICE LEVEL AGREEMENT SLA THIS AGREEMENT is made this current day day of current month current year by and between company name Help Desk Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Help Desk Consultants hereby agree as follows. 1. Scope of Services. Help Desk Consultants shall during the Term as defined below provide to Customer the following support and help desk consulting services described below the Services or Work Product at such times as Customer may reasonably request. Help Desk Services include but are not limited to. 1 Install patches fixes and updates to operating system and or servers; install additional software packages to the operating system or server; install patches fixes and updates to additional software packages. 2 Maintain adequate protection and safeguard Customer against virus trojan spyware the Protections or any other unauthorized intrusion Customer may specify.
3 Develop policies and procedures for updating Protections. 4 Evaluate and make recommendations to Customer regarding network security Protections or any other concerns Help Desk Consultants may have in order to safeguard Customers network workstations computers or other related systems. 5 Provide consultation and installation Services for any new projects or tasks that Customer requests of Help Desk Consultants. 6 Provide disaster recovery from backup and maintain current file library of all software licenses records or purchases Help Desk Consultants have made for Customer source code and maintain history log or other record for Customer concerning all installations upgrades patches or other Services performed for Customer. 7 Offer general advice and guidance to Customers employees or end users and make recommendations to Customer concerning their systems and software.
8 Liaise with hardware engineers and customer support or other Services or entities related to the maintenance and upkeep of Customers systems and software. 9 Provide up to two hours of consultation with Customer every month in order to schedule any projects set priorities or discuss special needs that Customer may have. 1 Limitation of Services. Help Desk Consultants shall not be responsible for the following. 1 Liaising with billing and or accounting on matters related to payment for software licenses Services or other items unless directly provided by or acquired for Customer by Help Desk Consultants. 2 24 monitoring of web site or web server status unless otherwise specified and agreed upon in the specifications. 3 Fixing errors and omissions contained in any third party resource outside of the direct control of Help Desk Consultants unless otherwise agreed upon in the specifications. 2. Specifications.
Help Desk Consultants agree to perform the Services pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Term of Service. This Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least ninety days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Help Desk Consultants shall transfer and make available to Customer all property and materials in Help Desk Consultants possession or subject to Help Desk Consultants control that are the rightful property of Customer. Help Desk Consultants shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Help Desk Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 4. Ownership Rights. Help Desk Consultants shall have ownership to all Help Desk Consultants Material. Help Desk Consultants Material consists of all copyrightable. Materials that do not constitute Services or Work Product as defined in Section Scope of Services and in Exhibit Specifications
Materials that are solely owned by Help Desk Consultants Pre existing Works or licensed to Help Desk Consultants. Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert additional material here. Help Desk Consultants shall hold all rights title and interest in and to Help Desk Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Help Desk Consultants rights title and interest in Help Desk Consultants Material as described in this paragraph 4. Notwithstanding the above Help Desk Consultants hereby grant Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of any Help Desk Consultants Material employed under this Agreement. 5. Compensation. For all of Help Desk Consultants Services under this Agreement Customer shall compensate Help Desk Consultants in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Help Desk Consultants have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all Services or bring legal action. 5 Work Performed at Customers Location.
Rules governing work performed by the Help Desk Consultants that is considered onsite shall be defined in Exhibit B. Rules shall include but are not limited to. Availability of Help Desk Consultants for visits any required number of onsite visits for this agreement defining provisions and responsibilities for Customer to accommodate onsite visits and any other related matters pertaining to work performed at Customers location or locations. 6. Mutual Confidentiality. Customer and Help Desk Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the Services or Work Product are the property of Customer. Materials shared between Help Desk Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or has been previously made available by the Owning Party in public venue. 7. Limited Warranty and Limitation on Damages. Help Desk Consultants warrant the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Help Desk Consultants shall be responsible for correcting the Services or Work Product without unreasonable delay at Help Desk Consultants sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Help Desk Consultants are not responsible for the results obtained by Customer when using any Services or Work Product produced by Help Desk Consultants. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Help Desk Consultants as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Help Desk Consultants be held liable for consequential damages. 8. Independent Contractor. Help Desk Consultants are retained as independent contractors. Help Desk Consultants will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Help Desk Consultants behalf. Help Desk Consultants understand that they will not be entitled to any fringe benefits that Customer provides for Customers employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance.
8 Independent Contractor Behavior. Help Desk Consultants agree to adhere to all of Customers policies and procedures concerning code and conduct while on Customers premises. Customer agrees to make available to Help Desk Consultants prior to the commencement of this Agreement all manuals codes rules and regulations that Customer requires Customers staff or employees to read and or sign. 9. Insurance. Help Desk Consultants shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Help Desk Consultants or any of their employees agents or subcontractors under this Agreement. Upon written request Help Desk Consultants shall provide certificates from their insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Help Desk Consultants shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 10. Equipment. Customer agrees to make available to Help Desk Consultants for Help Desk Consultants use in performing the Services required by this Agreement such items of hardware and software as Customer and Help Desk Consultants may agree are reasonably necessary for such purpose. 10 Expenses. Help Desk Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. Rules governing expenses for work that is performed by the Help Desk Consultants that is considered onsite shall be defined in Exhibit A. 11. General Provisions.
11 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Help Desk Consultants and their respective successors and assigns provided that Help Desk Consultants may not assign any of their obligations under this Agreement without Customers prior written consent.
11 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 11 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 11 No Right to Assign.
Help Desk Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign Customers rights and obligations under this Agreement. 11 Payments. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Help Desk Consultants have the right to withhold Services remove Work Product from Consultant owned resources or seek legal remedy until payment is made in full plus accrued late charges of 2% per month. 11 Indemnification. Customer warrants that everything Customer gives Help Desk Consultants in the execution or performance of Services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Help Desk Consultants harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11 Use of Descriptions of Services or Work Product for Promotional Purposes.
Customer grants Help Desk Consultants the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link such items with other promotional resources developed by Help Desk Consultants. 11. 10 No Responsibility for Theft. Help Desk Consultants have no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Product or the improper use by any third party of any Services or Work Product produced by Help Desk Consultants. 11. 11 Right to Make Derivative Works. Help Desk Consultants have the exclusive rights in making any derivative works of any Services methodology or Work Product. 11. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 11. 13 No Responsibility for Loss.
Help Desk Consultants are not responsible for any down time lost files equipment failures acts of nature or any damage resultant from activities considered beyond the control of Help Desk Consultants such as war riots natural disasters vandalism and other events. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.
Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer.
Date when the contact was signed Customer Initials Consultant Initials