IT SUPPORT AGREEMENT

This IT SUPPORT AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE SERVICE PROVIDER], having registered office at [INSERT ADDRESS OF THE SERVICE PROVIDER] OR (hereinafter referred as the “Service Provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Service Provider and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Service Provider is in the business of providing establishing, operating and managing Information Technology solutions and the client desires to hire the Service Provider for various IT Support services; and
2. Both the parties wish to evidence their contract in writing.
3. The parties are duly authorized and have the capacity to enter into this contract.
4. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Business Day” shall mean any day which is not a Saturday, Sunday or public holiday in [INSERT COUNTRY OF BUSINESS].
   2. “Business Hours” shall mean an 8-hour time period during normal business hours [INSERT TIME RANGE OF BUSINESS HOURS] on business days.
   3. “Confidential Information” shall mean information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in this Agreement.
   4. "Services" means IT support services as described in Section 2.
2. SERVICES
   1. Helpdesk Support: The Service Provider will offer remote and/or on-site assistance to address technical issues, troubleshoot hardware and software problems, and provide solutions to IT-related queries during regular business hours.
   2. System Maintenance: The Service Provider will perform routine maintenance and updates on the Client's IT infrastructure to ensure optimal performance and security.
   3. Network Management: The Service Provider will monitor the Client's network infrastructure, configure network devices, and address connectivity issues to maintain a stable and secure network environment.
   4. Data Backup and Recovery: The Service Provider will implement and manage regular data backup procedures to safeguard critical data and facilitate data recovery in case of data loss.
   5. Security Services: The Service Provider will implement security measures to protect the Client's IT systems from potential threats and malware attacks. [INSERT ADDITIONAL SERVICES IF REQUIRED]
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE SERVICE PROVIDER
   1. The Service Provider shall provide the services diligently and as per industry standards;
   2. The Service Provider shall not provide misleading information about the Client or its services to the customer;
   3. The Service Provider shall follow the terms of the Agreement in good faith.
5. OBLIGATIONS OF THE CLIENT
   1. Client agrees to provide all assistance and cooperation to the Service Provider;
   2. The Client shall make timely payment to the Service Provider for the services rendered by it to the Client;
   3. The Client shall not provide misleading information about the Service Provider or any of its employees;
   4. The Client shall follow the terms of the Agreement in good faith.
6. SUPPORT HOURS
   1. The Service Provider will provide IT support during the following hours:
      1. [INSERT WORKING DAYS] during business hours.
      2. Excluding public holidays of [INSERT APPLICABLE COUNTRY].
7. COMPENSATION
   1. In consideration for the Service, the Client shall pay the Service Provider a maximum total fee [INSERT THE FEES PAYABLE BY CLIENT TO THE SERVICE PROVIDER]. Fees billed shall be due and payable upon the Service Provider providing the Client with an invoice every month.
   2. The client agrees to pay the amount mentioned in the invoice within [INSERT DAYS FOR INVOICE] business days. The payment shall be made via [INSERT MODE OF PAYMENT].
8. TIME IS OF ESSENCE
   1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
   2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
   3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
9. REPRESENTATION AND WARRANTIES
   1. The Service Provider represents and warrants that:
      1. It has the necessary expertise, personnel, and resources to provide the Services as described in this Agreement.
      2. The Services will be performed in a professional and workmanlike manner in accordance with industry standards.
      3. Any software, hardware, or other products supplied by the Service Provider shall be free from material defects for a period of [INSERT THE NUMBER OF DAYS] days after installation.
   2. The Customer represents and warrants that:
      1. It has the authority to enter into this Agreement and grant necessary access to its IT infrastructure.
      2. It will comply with all applicable laws and regulations regarding the use of IT systems and software.
   3. Disclaimer: Except as expressly stated in this Agreement, the Service Provider makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
10. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
11. INDEMNIFICATION
    1. CLIENT INDEMNITY: Client agrees that it shall defend, indemnify, save and hold Service Provider harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, (collectively "Liabilities") asserted against Service Provider , its contracted providers, agents, Clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to the performance of any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless Service Provider against Liabilities arising out of (i) any injury to any person or property caused by any products sold or otherwise distributed in connection with the Services; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; or (iii) copyright infringement and/or litigation regarding content-related disputes. 
    2. SERVICE PROVIDER INDEMNITY: Service Provider shall indemnify and hold harmless Client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Client as a result of sole negligence of the Service Provider in performing the services which are in the scope of services. 
12. LIMITATION OF LIABILITY
    1. The Service Provider shall be liable for only the work which is in the Scope of Services which have to be performed by the Service Provider. The Service Provider shall not be liable for any work which is done by him which is out of the scope of the services provided by him.
    2. The Service Provider assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Service Provider will not be responsible for any action of the Client in following or declining to follow any advice or recommendation of the Service Provider.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS] irrespective of where the Work is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Service Provider and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSECCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
17. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. The Service Provider acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venture of the Client. The Client will provide the Service Provider with the details of the Services it wants the Service Provider to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Service Provider and which it owes to the Service Provider in regard to the services rendered by it to the Client.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. HEADINGS, WORDS AND GENDERS: The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation”.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]

Signed, sealed and delivered on behalf of Service Provider

Name: [INSERT NAME OF SERVICE PROVIDER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF SERVICE PROVIDER]

EXHIBIT A

SOFTWARE SPECIFICATIONS

[INSERT SOFTWARE SPECIFICATIONS]

EXHIBIT B

MILESTONE SCHEDULE

[INSERT MILESTONE SCHEDULE]