1. Parties
This Agreement (“Agreement”) is entered into between MOATiT, the “Provider,” and the “Customer” on the Effective Date stated in section 1 of the proposal (provided separately).
2. Services
Provider agrees to provide managed IT services (“Services”) to the Customer as outlined in the service schedule as offered in section 2 of the proposal (provided separately).
3. Responsibilities
3.1 Provider Responsibilities:
- Deliver the Services with reasonable care and skill
- Maintain the confidentiality and security of Customer’s information
- Comply with all applicable laws and regulations
- Provide regular updates and reports on the performance of the Services
3.2 Customer Responsibilities:
- Provide necessary access to IT systems and infrastructure
- Promptly report any issues or concerns to Provider
- Comply with Provider’s reasonable requests for cooperation
- Abide by the terms and conditions of this Agreement
4. Service Level Agreements (SLAs)
Provider agrees to setup a Service Level Agreement as the customer requirements are determined based on their IT infrastructure during onboarding process.
5. Term and Termination
5.1 Term:
This Agreement shall commence on the Effective Date as listed in the estimate and shall continue in full force and effect for a period of 36 months (“Initial Term”), unless terminated earlier in accordance with the provisions herein.
5.2 Renewal:
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of 36 months each (each a “Renewal Term”), unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.
5.3 Termination for Convenience:
Provider may terminate this Agreement for non payment or non compliance by customer by providing a written notice to customer 60 days prior to the last day of service.
5.4 Termination for Cause:
Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches any provision of this Agreement and such breach remains uncured for a period of 60 days following first written notice at 30 days.
5.5 Effect of Termination:
Upon termination of this Agreement for any reason: (a) All rights and licenses granted hereunder shall immediately terminate; (b) Each party shall promptly return or destroy all Confidential Information of the other party in its possession or control; and (c) Any amounts owed including the payment for the remainder of the contract term by Customer to Service Provider shall become immediately due and payable unless the termination is for due to cause as outlined in section 5.4.
6. Fees and Payment
Customer agrees to pay Provider the agreed-upon fees for the Services as outlined in the pricing schedule in section 2 of the proposal (provided separately). Fees shall be payable monthly on the 7th business day of the date of the issue of the invoice. Late payments will incur 5% late payment fee after 23rd day of the invoice due date.
7. Confidentiality
Both parties agree to keep confidential all non-public information disclosed during the course of this Agreement.
8. Indemnification
8.1 Responsibilities and Liabilities:
Both parties agree to indemnify, defend, and hold harmless each other against any claims, damages, liabilities, losses, and expenses arising out of or related to a data breach, including but not limited to unauthorized access, disclosure, or loss of customer data.
8.2 Scope of Indemnification:
The indemnification obligations cover direct damages and expenses incurred by the affected party, including legal fees, regulatory fines, and costs associated with breach notification and remediation efforts.
8.3 Limitations:
Indemnification shall not apply to claims arising from the negligence, willful misconduct, or breach of contract by the indemnified party. Additionally, indemnification is subject to the limitations of liability that cannot be more than the yearly value of the agreement.
8.4 Notification and Cooperation:
In the event of a data breach, the affected party shall promptly notify the other party and provide all necessary cooperation and assistance in investigating, mitigating, and resolving the breach.
8.5 Insurance Coverage:
Both parties shall maintain adequate cybersecurity insurance coverage to support their indemnification obligations under this clause.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Idaho.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
