For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below, and such definitions shall apply equally to the singular and plural forms of the terms defined.

"Business Day" shall mean any day other than a Saturday, Sunday, or federal holiday recognized in the United States on which commercial banks are generally open for business in the state in which the Customer maintains its principal place of business.

"Business Hours" shall mean the hours between 9:00 a.m. and 6:00 p.m. local time at the Customer's principal place of business on any Business Day, during which the Provider shall make its support personnel available in accordance with the terms hereof.

"Covered Systems" shall mean the hardware, software, applications, networks, and related information technology components of the Customer that are expressly enumerated in Section 3 of this Agreement and that are the subject of the Services rendered hereunder.

"Incident" shall mean any unplanned interruption, degradation, defect, malfunction, or error in the operation of a Covered System, or any request for support, troubleshooting, or remediation submitted by the Customer through the Communication Channels designated herein.

"Services" shall mean, collectively, the support, maintenance, monitoring, troubleshooting, preventive, and ancillary services to be rendered by the Provider under this Agreement, as more particularly described in Section 2 hereof.

"Service Levels" shall mean the response times, resolution targets, availability metrics, and other performance standards set forth in Sections 5 and 7 of this Agreement.

In this Agreement, unless the context otherwise requires, references to Sections are to sections of this Agreement; headings are inserted for convenience only and shall not affect construction; the words "include," "including," and derivatives thereof shall be deemed to be followed by the phrase "without limitation"; and references to any statute shall include any amendment, modification, or re-enactment thereof.

The Provider shall furnish to the Customer, on a continuous basis during the Term, remote information technology support and maintenance Services with respect to the Covered Systems, including, but not limited to, incident identification, diagnosis, troubleshooting, remediation, configuration adjustments, user administration, patch application, and such other activities as are reasonably necessary to maintain the Covered Systems in good working order.

The Services shall include first-line, second-line, and third-line technical support (to the extent within the Provider's commercially reasonable capabilities), monitoring and alerting with respect to the Covered Systems where technically feasible, log review, root cause analysis of recurring Incidents, and the provision of written recommendations concerning the stability, performance, and security of the Covered Systems.

The Services shall further include the installation, testing, and deployment of software updates, patches, bug fixes, service packs, and security releases issued by applicable vendors of the Covered Systems, provided that major version upgrades, migrations, and net-new implementations shall constitute Additional Work governed by Section 8 hereof.

All Services shall be performed remotely from the Provider's facilities or such other locations as the Provider may designate, utilizing secure remote access tools and protocols reasonably acceptable to the Customer. On-site attendance shall not be required and, if specifically requested by the Customer and agreed to by the Provider, shall be billed as Additional Work.

The Services expressly exclude: (i) the development of custom software or applications; (ii) data recovery services arising from the Customer's failure to maintain adequate backups; (iii) support for hardware, software, or systems not listed as Covered Systems; (iv) support for issues arising from the Customer's unauthorized modifications; (v) training services beyond incidental guidance; and (vi) services relating to acts of third parties outside the Provider's reasonable control.

The Provider shall perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards and practices applicable to the provision of information technology support and maintenance services in the United States.

The Provider may, upon prior written notice to the Customer, engage qualified subcontractors to assist in the performance of the Services, provided that the Provider shall remain fully responsible and liable for the acts and omissions of such subcontractors as if they were the acts and omissions of the Provider itself.

The Covered Systems to which this Agreement applies are the following hardware, software, applications, networks, and information technology components owned, licensed, or lawfully used by the Customer: [List of Covered Systems, including descriptions, quantities, versions, and locations].

The Covered Systems shall be deemed to include all standard configurations, modules, and features thereof as implemented and in production use by the Customer as of the Effective Date, together with any routine updates, patches, and minor version releases issued by the applicable vendor during the Term.

The Parties may, from time to time, amend the list of Covered Systems by written agreement signed by authorized representatives of both Parties. Any such amendment shall specify the effective date of the addition or removal and any corresponding adjustment to the fees payable hereunder.

The addition of any new system, application, or infrastructure component to the Covered Systems shall be subject to a reasonable onboarding period during which the Provider shall conduct a technical assessment, document relevant configurations, and establish support procedures. Service Levels with respect to newly added Covered Systems shall take effect upon completion of such onboarding.

The Provider's obligations with respect to the Covered Systems are expressly conditioned upon the Customer having lawful title to, or valid license rights in, each such system, and upon all such systems being supported by their respective manufacturers or publishers. The Provider shall have no obligation to support any Covered System that has reached end-of-life or end-of-support status as declared by the applicable vendor, except on a commercially reasonable efforts basis.

Any system, application, or component not expressly listed herein as a Covered System shall be deemed excluded from the scope of this Agreement, and any support rendered by the Provider in respect thereof shall constitute Additional Work billable in accordance with Section 8.

The Customer shall promptly notify the Provider in writing of any material changes to the configuration, environment, or deployment of any Covered System, and the Parties shall reasonably cooperate to ensure that the Services continue to be rendered effectively following any such change.

The Provider shall make its support personnel available to receive and respond to Incidents during Business Hours. Support outside of Business Hours is not included within the scope of this Agreement and, if requested and provided, shall be subject to separate written agreement and additional charges in accordance with Section 8.

The Customer shall submit Incidents and support requests through one or more of the following communication channels designated by the Provider (the "Communication Channels"): (i) the Provider's ticketing system or support portal located at [Portal URL]; (ii) electronic mail addressed to [Support Email Address]; and (iii) telephone to [Support Telephone Number].

Each Incident shall be assigned a unique tracking identifier upon receipt, and the Provider shall furnish the Customer with such identifier for use in all subsequent communications regarding the Incident. The Provider shall maintain reasonable records of all Incidents, including the time of submission, nature of the issue, actions taken, and time of resolution.

The Customer shall designate in writing one or more authorized representatives who are empowered to submit Incidents, approve work, and otherwise act on behalf of the Customer in connection with the Services. The Provider shall be entitled to rely upon the instructions of such authorized representatives without further inquiry.

Communications submitted outside of Business Hours shall be deemed received at the commencement of the next Business Day for purposes of calculating response times under Section 5. The Parties acknowledge that telephone support outside of normal operational hours may be unavailable.

The Provider shall make commercially reasonable efforts to notify the Customer in advance of any scheduled unavailability of the Communication Channels for maintenance, upgrades, or other operational reasons, and shall endeavor to minimize any disruption to the Customer's ability to submit Incidents.

Either Party may update its designated contact information, communication channels, or authorized representatives by providing written notice to the other Party in accordance with Section 17.

Upon receipt of an Incident through a designated Communication Channel, the Provider shall classify such Incident by severity level in accordance with the criteria set forth in this Section, exercising reasonable technical judgment and taking into account the operational impact of the Incident upon the Customer's business.

Severity Level 1 (Critical) shall denote an Incident that causes a complete outage of a Covered System or a material loss of core functionality affecting a substantial portion of the Customer's users and for which no reasonable workaround exists. The Provider shall acknowledge receipt of a Severity Level 1 Incident within one (1) Business Hour and shall commence remediation efforts promptly thereafter, with a target resolution or workaround within four (4) Business Hours.

Severity Level 2 (High) shall denote an Incident that materially impairs the functionality of a Covered System or affects multiple users but for which a limited workaround may exist. The Provider shall acknowledge receipt of a Severity Level 2 Incident within two (2) Business Hours and shall endeavor to achieve resolution within one (1) Business Day.

Severity Level 3 (Medium) shall denote an Incident that affects a single user or involves a non-critical function of a Covered System, with reasonable workarounds available. The Provider shall acknowledge receipt of a Severity Level 3 Incident within four (4) Business Hours and shall endeavor to achieve resolution within three (3) Business Days.

Severity Level 4 (Low) shall denote a general inquiry, request for information, cosmetic issue, or minor enhancement request. The Provider shall acknowledge receipt within one (1) Business Day and shall endeavor to achieve resolution within five (5) Business Days or such longer period as the Parties may mutually agree.

The response and resolution times set forth above are measured solely during Business Hours and are predicated upon the Customer's prompt cooperation, including the timely provision of information, access, approvals, and testing necessary to diagnose and remediate the Incident.

The Provider may, in consultation with the Customer and upon reasonable justification, reclassify an Incident at any time to reflect its true severity. Any dispute regarding classification shall be resolved by good faith discussion between the Parties' designated representatives.

The Provider shall perform routine preventive maintenance activities with respect to the Covered Systems on a periodic basis, including, as applicable, review of system logs and event records, verification of backup completion status, monitoring of system performance and capacity, review of security configurations, and application of recommended vendor updates.

Preventive maintenance activities shall be scheduled during Business Hours unless the Parties otherwise agree in writing, and the Provider shall endeavor to schedule such activities at times that minimize disruption to the Customer's ongoing business operations.

The Provider shall furnish the Customer with reasonable advance notice of any scheduled preventive maintenance that is anticipated to cause downtime, unavailability, or degraded performance of any Covered System, specifying the anticipated duration and scope of such maintenance.

The Provider shall prepare and deliver to the Customer, on a [monthly/quarterly] basis, a written report summarizing the preventive maintenance activities performed, significant findings or recommendations, Incident statistics, and such other information as the Parties may reasonably agree.

Emergency maintenance may be performed by the Provider without advance notice where, in the Provider's reasonable judgment, such maintenance is required to address an imminent threat to the security, integrity, or availability of a Covered System. The Provider shall notify the Customer of any such emergency maintenance as promptly as practicable thereafter.

The Customer acknowledges that the application of patches, updates, and configuration changes, even when performed in accordance with industry best practices, may occasionally give rise to unanticipated issues. The Provider shall exercise reasonable care in such activities and shall promptly remediate any Incidents arising directly therefrom at no additional charge.

The Provider shall perform the Services in accordance with the Service Levels set forth in this Agreement and shall use commercially reasonable efforts to meet or exceed the response and resolution times specified in Section 5.

The Provider shall maintain qualified personnel with appropriate skills, training, and experience to perform the Services, and shall ensure that such personnel are reasonably familiar with the Covered Systems and the Customer's operational environment.

Compliance with Service Levels shall be measured on a calendar month basis. In the event the Provider fails to meet a material Service Level in any given month, the Provider shall, upon written request of the Customer, provide a written root cause analysis and a corrective action plan setting forth the measures to be taken to prevent recurrence.

In the event of three (3) or more material Service Level failures within any rolling three (3) month period attributable to the Provider's negligent or willful conduct, the Customer shall be entitled, as its sole and exclusive remedy (other than termination for cause under Section 15), to a credit against the next monthly retainer fee in an amount equal to [X] percent of such retainer, which credit shall be reflected on the next invoice issued hereunder.

The Provider shall not be deemed to be in breach of any Service Level to the extent that failure to meet such Service Level is attributable to: (i) the acts or omissions of the Customer or its agents; (ii) failures or deficiencies in systems, software, or services not provided by the Provider; (iii) Force Majeure events; (iv) scheduled or emergency maintenance; or (v) the Customer's failure to implement recommendations previously communicated by the Provider in writing.

The Parties shall meet, in person or by videoconference, no less frequently than [quarterly] to review the Provider's performance, discuss Service Level attainment, address outstanding issues, and consider improvements to the Services.

In consideration of the Services to be rendered hereunder, the Customer shall pay to the Provider a monthly retainer fee in the amount of [Retainer Amount] (the "Monthly Retainer"), which shall entitle the Customer to receive the Services and to utilize up to [Included Hours] hours of support labor per calendar month (the "Included Hours").

Included Hours shall be measured in increments of [fifteen (15) minutes / six (6) minutes] and shall not be cumulative; any Included Hours not utilized in a given calendar month shall expire at the end of such month and shall not be carried forward, credited, or refunded.

Support labor rendered by the Provider in excess of the Included Hours, as well as any services falling outside the scope of the Services as defined herein (collectively, "Additional Work"), shall be billed at the hourly rate of [Hourly Rate] per hour, or such other rates as the Parties may agree in writing for specialized work.

Prior to commencing any discrete project or work effort reasonably expected to exceed [X] hours of Additional Work, the Provider shall furnish the Customer with a written estimate of the anticipated hours and charges, and shall obtain the Customer's written approval (which may be given via email) before proceeding. Routine ad hoc Additional Work below such threshold may be performed upon oral authorization and shall be documented in the Provider's time records.

The Provider shall maintain accurate records of all time expended in the performance of Services and Additional Work and shall make such records reasonably available for the Customer's inspection upon request.

The Monthly Retainer and the Hourly Rate shall remain in effect for the initial twelve (12) months of the Term. Thereafter, the Provider may adjust such fees upon not less than sixty (60) days' prior written notice to the Customer, provided that no such adjustment shall exceed [X] percent in any twelve (12) month period.

Travel expenses, third-party licensing or subscription costs, hardware, and other reasonable out-of-pocket expenses incurred by the Provider at the Customer's request shall be reimbursed by the Customer at cost, provided that any individual expense exceeding [Expense Threshold] shall be subject to the Customer's prior written approval.

All fees stated herein are exclusive of applicable sales, use, excise, value-added, and similar taxes, which shall be the responsibility of the Customer, except for taxes based upon the Provider's net income.

The Provider shall invoice the Monthly Retainer in advance on or about the first (1st) Business Day of each calendar month to which such retainer relates. Additional Work and reimbursable expenses shall be invoiced in arrears on a monthly basis.

Each invoice shall itemize the Services and Additional Work rendered, including descriptions of tasks performed, hours expended, applicable rates, expenses incurred, and any applicable taxes.

The Customer shall remit payment of all undisputed invoiced amounts within thirty (30) days following the date of the applicable invoice, by electronic funds transfer, check, or such other method as the Parties may agree in writing.

In the event the Customer disputes any portion of an invoice in good faith, it shall, within fifteen (15) days following receipt of the invoice, notify the Provider in writing of the disputed amount and the basis of the dispute. The undisputed portion of the invoice shall be paid in accordance with the foregoing payment terms, and the Parties shall endeavor to resolve the disputed portion promptly and in good faith.

Any undisputed amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid in full.

If any undisputed amount remains unpaid more than thirty (30) days after its due date, the Provider may, upon not less than ten (10) days' prior written notice to the Customer, suspend performance of the Services until all such overdue amounts (together with accrued interest) have been paid in full. Suspension pursuant to this clause shall not constitute a breach by the Provider and shall not relieve the Customer of its payment obligations.

The Customer shall be responsible for all reasonable costs of collection, including reasonable attorneys' fees, incurred by the Provider in collecting any undisputed amounts past due hereunder.

The Customer shall provide the Provider with timely, secure, and sufficient remote access to the Covered Systems, including, where applicable, credentials, network connectivity, VPN access, administrative privileges, and such other access rights as may be reasonably necessary for the performance of the Services.

The Customer shall designate one or more primary points of contact who shall be reasonably available during Business Hours to respond to inquiries, provide information, authorize work, and participate in troubleshooting activities.

The Customer shall be responsible for maintaining appropriate backup copies of its data, applications, and configurations, and shall not rely solely upon the Provider for data preservation. The Provider's responsibilities with respect to backups shall be limited to the verification and support activities expressly described in Section 6, unless otherwise agreed in writing.

The Customer shall ensure that all Covered Systems are properly licensed, that all applicable license and subscription fees are paid when due, and that all licenses remain in good standing throughout the Term. The Provider shall have no obligation to support any Covered System for which licenses are not current.

The Customer shall promptly provide the Provider with all information, documentation, logs, error messages, screen captures, and other materials reasonably requested by the Provider in connection with the diagnosis and resolution of Incidents.

The Customer shall not permit any person other than the Provider or persons expressly authorized by the Customer to perform maintenance, repair, modification, or configuration work upon the Covered Systems without first notifying the Provider. The Customer acknowledges that work performed by unauthorized third parties may adversely affect the Provider's ability to meet Service Levels and may give rise to Additional Work.

The Customer shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Covered Systems and the Services, and shall not use the Services for any unlawful purpose.

Each Party (as the "Receiving Party") acknowledges that, in connection with this Agreement, it may receive or have access to confidential, proprietary, or non-public information of the other Party (as the "Disclosing Party"), including technical data, business plans, financial information, customer lists, system configurations, security protocols, pricing, and personally identifiable information ("Confidential Information").

The Receiving Party shall: (i) hold all Confidential Information in strict confidence; (ii) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) protect such Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; and (iv) not disclose such Confidential Information to any third party except to its employees, contractors, and advisors who have a bona fide need to know and are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality set forth above shall not apply to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is lawfully obtained by the Receiving Party from a third party not under an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Confidential Information.

If the Receiving Party is compelled by law, court order, or governmental authority to disclose any Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party and reasonably cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.

The Provider shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Customer's data and Confidential Information to which the Provider has access in connection with the Services, including appropriate access controls, encryption of data in transit, secure authentication, and logging of administrative activities.

In the event the Provider becomes aware of any actual or reasonably suspected unauthorized access to, acquisition of, or disclosure of the Customer's Confidential Information or data in the Provider's possession or control (a "Security Incident"), the Provider shall notify the Customer without undue delay, and in any event within [seventy-two (72)] hours after confirming such Security Incident, and shall reasonably cooperate with the Customer in investigating and mitigating the same.

Upon the expiration or termination of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except to the extent retention is required by law or for ordinary archival or backup purposes, in which case the obligations of confidentiality shall continue to apply.

The obligations set forth in this Section shall survive the expiration or termination of this Agreement for a period of five (5) years thereafter, or indefinitely with respect to trade secrets.

As between the Parties, the Customer shall own and retain all right, title, and interest in and to the Covered Systems, the Customer's data, the Customer's Confidential Information, and all intellectual property rights therein.

As between the Parties, the Provider shall own and retain all right, title, and interest in and to its pre-existing methodologies, tools, scripts, utilities, templates, know-how, and other materials used in connection with the performance of the Services (collectively, "Provider Materials"), and in all intellectual property rights therein.

To the extent any Provider Materials, or derivatives thereof developed in the course of the Services, are incorporated into or necessary for the Customer's use of any deliverable furnished hereunder, the Provider hereby grants to the Customer a perpetual, non-exclusive, royalty-free, worldwide, non-transferable license to use such Provider Materials solely in connection with the Customer's internal business use of the Covered Systems.

Any deliverables specifically commissioned by the Customer, developed uniquely for the Customer at the Customer's expense, and expressly identified in a written agreement between the Parties as the Customer's property (collectively, "Custom Deliverables") shall, upon full payment therefor, be owned by the Customer, and the Provider hereby assigns to the Customer all right, title, and interest in and to such Custom Deliverables.

Neither Party shall acquire any right, title, or interest in or to any trademark, service mark, trade name, logo, or branding of the other Party, except as expressly authorized in writing.

The Provider shall be free to use any general knowledge, skills, experience, concepts, techniques, and know-how retained in the unaided memory of its personnel in connection with its business and the provision of services to other clients, provided that no Confidential Information of the Customer is disclosed or used in violation of this Agreement.

Each Party shall promptly notify the other Party in writing of any suspected infringement or misappropriation of the other Party's intellectual property rights of which it becomes aware in the course of performing this Agreement.

Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has full corporate power and authority to execute, deliver, and perform this Agreement; (iii) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; and (iv) its execution, delivery, and performance of this Agreement will not conflict with or result in a breach of any other agreement to which it is a party.

The Provider represents and warrants that it shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards and practices applicable to the provision of information technology support and maintenance services in the United States.

The Provider represents and warrants that its personnel assigned to perform the Services shall possess the training, qualifications, and expertise reasonably necessary to perform the Services competently.

The Provider represents and warrants that, to the best of its knowledge, the Services and any Provider Materials furnished to the Customer hereunder do not and will not infringe upon or misappropriate any third party's intellectual property rights.

The Customer represents and warrants that it has all necessary rights, licenses, authorizations, and consents required for the Provider to access, use, and perform the Services with respect to the Covered Systems and any Customer data provided to the Provider in connection herewith.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, PROVIDER MATERIALS, AND ALL OTHER MATERIALS FURNISHED BY THE PROVIDER HEREUNDER ARE PROVIDED "AS IS," AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

The Customer acknowledges that the Provider does not warrant that any Covered System will be free from defects, errors, interruptions, or security vulnerabilities, and that the Provider's obligation is limited to the exercise of commercially reasonable efforts to support, maintain, and remediate the Covered Systems as described in this Agreement.

EXCEPT WITH RESPECT TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION, (II) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11, (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (IV) THE CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO THE EXCLUSIONS SET FORTH ABOVE, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO THE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The Provider shall defend, indemnify, and hold harmless the Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (i) any claim that the Services or Provider Materials, as furnished by the Provider and used by the Customer in accordance with this Agreement, infringe or misappropriate any third party's intellectual property rights, or (ii) bodily injury to any person or damage to tangible property caused by the gross negligence or willful misconduct of the Provider or its personnel.

The Customer shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (i) any claim that the Customer's data, materials, or systems furnished to or accessed by the Provider infringe or misappropriate any third party's intellectual property rights, or violate any applicable law, or (ii) the Customer's unauthorized or unlawful use of the Services or Covered Systems.

The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim subject to indemnification hereunder; (ii) grant the indemnifying Party sole control over the defense and settlement of such claim, provided that no settlement imposing non-monetary obligations upon the indemnified Party shall be entered without the indemnified Party's prior written consent; and (iii) provide reasonable cooperation to the indemnifying Party, at the indemnifying Party's expense.

The limitations and exclusions of liability set forth in this Section shall apply to the maximum extent permitted by applicable law and shall survive the expiration or termination of this Agreement.

Each Party acknowledges that the allocation of risk reflected in this Section is a fundamental element of the bargain between the Parties and that the fees payable hereunder would be substantially different in the absence thereof.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with the provisions hereof.

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of twelve (12) months each (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal to the other Party not less than sixty (60) days prior to the expiration of the then-current Term.

Either Party may terminate this Agreement for convenience, without cause and without penalty, by providing not less than thirty (30) days' prior written notice to the other Party, in which case this Agreement shall terminate upon expiration of such notice period.

Either Party may terminate this Agreement for cause, effective immediately upon written notice to the other Party, in the event that: (i) the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following written notice specifying the breach (or ten (10) days in the case of a payment default); or (ii) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for its business or assets.

Upon the expiration or termination of this Agreement for any reason: (i) the Customer shall promptly pay all undisputed amounts owing to the Provider through the effective date of termination, including fees for Additional Work performed and expenses incurred; (ii) each Party shall return or destroy the Confidential Information of the other Party in accordance with Section 11; and (iii) the Provider shall revoke its remote access to the Covered Systems.

Upon written request of the Customer made no later than thirty (30) days following the effective date of termination, the Provider shall provide reasonable transition assistance to facilitate the orderly transfer of support responsibilities to the Customer or its designated successor provider. Such transition assistance shall be billed at the Hourly Rate specified in Section 8 and shall be subject to a written transition plan agreed by the Parties.

The following provisions shall survive the expiration or termination of this Agreement: those pertaining to payment obligations accrued prior to termination, confidentiality, intellectual property, representations and warranties, limitation of liability and indemnification, governing law and dispute resolution, and such other provisions as by their nature are intended to survive.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [Governing State], without regard to its conflicts of laws principles that would require the application of the laws of any other jurisdiction.

The Parties shall endeavor in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") through informal negotiation. Either Party may initiate such negotiation by providing written notice to the other Party describing the Dispute, and designated senior representatives of each Party shall meet (in person or by videoconference) within fifteen (15) Business Days following such notice.

If a Dispute is not resolved through informal negotiation within thirty (30) days following the initial notice, the Parties shall submit the Dispute to non-binding mediation administered by a mutually agreed mediator in [City, State], with the costs of mediation shared equally.

If a Dispute remains unresolved following mediation, either Party may commence binding arbitration or litigation in accordance with the following provisions. The Parties agree that any such action shall be brought exclusively in the state or federal courts located in [County, State], and each Party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

Alternatively, upon mutual written agreement of the Parties, any Dispute may be finally resolved by binding arbitration administered by [Arbitration Body] in accordance with its then-prevailing commercial arbitration rules, by a single arbitrator seated in [City, State]. The award rendered by the arbitrator shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain the actual or threatened breach of its intellectual property rights or confidentiality obligations, without first exhausting the procedures set forth above.

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

The prevailing Party in any Dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, to the extent permitted by applicable law.

This Agreement, together with any written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to such subject matter.

No amendment, modification, or supplement to this Agreement shall be effective unless set forth in a written instrument executed by authorized representatives of both Parties.

No waiver of any provision of this Agreement, or of any breach hereof, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced, and no such waiver shall constitute a waiver of any subsequent breach or of any other provision hereof.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or, if not susceptible to such modification, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Neither Party shall be liable for any delay or failure in performance (other than payment obligations) resulting from causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil disturbance, labor disputes, fire, flood, epidemic, pandemic, governmental action, utility outages, or interruptions of telecommunications or internet services (each, a "Force Majeure" event), provided that the affected Party promptly notifies the other and uses commercially reasonable efforts to resume performance. If a Force Majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement without liability upon written notice.

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement without consent to a successor in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or business, upon written notice to the other Party.

All notices, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when: (i) delivered personally; (ii) sent by nationally recognized overnight courier with tracking; (iii) sent by certified or registered mail, return receipt requested; or (iv) sent by electronic mail with confirmation of receipt, in each case to the addresses set forth in the preamble hereto or at such other address as a Party may designate by written notice.

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to bind the other.

This Agreement may be executed in one or more counterparts, including by electronic signature or exchange of electronically transmitted copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.