Free Managed Services Agreement

1. Introduction

This Managed Services Agreement ("Agreement") is entered into on [Date], ("Effective Date") by and between [Your Name], a [State/Country of Registration] Company, having its principal place of business at [Your Company Address] ("Service Provider"), and [Client's Name], a [State/Country of Registration] Company, having its principal place of business at [Client's Address] ("Client").

2. Definitions

In the context of this Agreement, unless there is a requirement that indicates otherwise due to specific context connotations, the subsequent terms that will be mentioned and discussed shall be understood and interpreted by the definitions that have been specifically assigned to them.

2.1 Services: This particular statement refers to the suite of managed services that the Service Provider has agreed to provide for the benefit of the Client. The explicit details concerning these services have been comprehensively outlined in the Agreement that is currently under consideration.

2.2 Service Level Agreement (SLA): This refers to the particular document that clearly outlines and specifies the performance metrics that the Service Provider is expected to meet, as well as delineates the responsibilities and obligations that the Service Provider should adhere to concerning the Services that they are providing.

2.3 Term: This reference is about the length of time for which this Agreement is applicable, the details of which have been explicitly defined in Section 3 of this same agreement.

2.4 Fees: This statement is referring to the compensation that the Client is obligated to pay the ServiceProvider in exchange for the provision of the specified services. Further details on this compensation, including the amount and terms of payment, are outlined in Section 4 of the document.

2.5 Confidential Information: This particular phrase refers to the occurrence of a situation in which any form of information is shared or disclosed by one party to the other party. The disclosed information is typically marked or identified as confidential, private, or secret, or any kind of information that, under reasonable circumstances and considering its nature, material, or content, would be rightly deemed or understood as confidential. This likely confidential nature would be prevalent, especially considering the circumstances and environment under which this particular information was disclosed or shared.

3. Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of (5) years ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of (3) years each ("Renewal Term"), unless either party provides written notice of non-renewal at least (60) days before the expiration of the then-current term.

4. Fees and Payment

a. In consideration of the Services provided by the Service Provider, the Client shall pay the Service Provider the Fees specified in Exhibit A attached hereto and incorporated herein by reference.

b. The Fees shall be payable monthly in advance, within fifteen (15) days of receipt of an invoice from the Service Provider.

c. Any Fees not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.

5. Scope of Services

a. The Service Provider shall provide the Services to the Client by the terms and conditions of this Agreement and any applicable SLA.

b. The specific Services to be provided shall be detailed in Exhibit B attached hereto and incorporated herein by reference.

c. The Service Provider shall use commercially reasonable efforts to perform the Services in a professional and timely manner.

6. Responsibilities of the Parties

6.1 Service Provider Responsibilities: The Service Provider shall:

• Provide the Services by industry best practices and standards;

• Assign competent and qualified personnel to perform the Services;

• Comply with all laws, regulations, and industry standards applicable to the provision of the Services; and

• Maintain the confidentiality of the Client's Confidential Information.

6.2 Client Responsibilities: The Client shall:

• Cooperate with the Service Provider in all matters relating to the Services;

• Provide the Service Provider with access to the Client's premises and systems as reasonably required for the provision of the Services; and

• Comply with all laws, regulations, and industry standards applicable to the Client's use of the Services.

7. Service Level Agreement

a. The parties shall execute a separate SLA, which shall specify the performance metrics, responsibilities, and obligations of the Service Provider concerning the Services.

b. The SLA shall be subject to the terms and conditions of this Agreement and shall be deemed to be incorporated herein by reference.

8. Confidentiality

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

b. The obligations of confidentiality outlined in this Section shall survive the termination or expiration of this Agreement.

9. Intellectual Property

a. Except as otherwise provided herein, each party shall retain all rights, title, and interests in and to its respective intellectual property rights.

b. The Client hereby grants the Service Provider a non-exclusive, royalty-free license to use the Client's intellectual property solely to the extent necessary to perform the Services.

10. Termination

a. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within (30) days following written notice thereof.

b. Upon termination of this Agreement for any reason, the Client shall pay the Service Provider all Fees due and owing as of the effective date of termination.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed by the laws of [State/Country], without giving effect to any choice of law or conflict of law provisions.

12. Entire Agreement

This Agreement is deemed to be the complete and comprehensive mutual understanding between the involved parties concerning the subject matter herein. It takes precedence over and effectively replaces all prior or current contracts, understandings, or agreements that may have been drawn up before or at the same time, regardless of whether these were in written or oral form, which pertain to the same subject matter.

13. Amendment

This Agreement cannot be amended unless the amendment is put into writing. Moreover, for the amendment to be effective, it needs to be signed by the representatives who have the necessary authorization from both parties involved.

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

[YOUR NAME]

[DATE SIGNED]

[CLIENT'S NAME]

[DATE SIGNED]

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