[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-support-agreement-D13404":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":167,"customdescription":6,"mdFm":168,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SUPPORT AGREEMENT This Support Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE COMPANY], (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CUSTOMER], (the \"Customer\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and Client shall be referred to as the ��Parties.\" WHEREAS, the Company shall provide the Customer with the support services for the [SPECIFY THE PRODUCT] (the \"Support\" or \"Services\"); WHEREAS, the Customer desires to obtain Support from the Company, and the Company is willing to provide the Services, upon terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SUPPORT SERVICES The Company shall provide the Customer for the Term with the Support Services for [SPECIFY THE PRODUCT] as further set out in the Support Manual annexed hereinafter as EXHIBIT A. The Support Services shall start from the invoice date of the purchase of [SPECIFY THE PRODUCT] by the Customer. WARRANTIES The Company represents and warrants to the Customer that the Services shall be performed by suitably qualified and experienced personnel, using all reasonable skill and care and in accordance with all laws and regulations in force from time to time which are applicable to the Company as it pertains solely to the delivery of the Services. The Company warrants that it has full legal authority and capacity to enter into this Agreement with the Customer. The Company will only use the services in accordance with the obligations under this Agreement. The Company shall always during the term of this Agreement comply with and shall cause each of its affiliates to comply with the policies and standards of this Agreement for delivering the services. Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party. OBLIGATIONS OF THE COMPANY The Company shall provide Support, as mentioned in this Agreement. The Company shall provide the Customer for the Term with the Support for the [SPECIFY THE PRODUCT] as further set out in the Support Manual. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. PAYMENTS For the performance of the Support and any Additional Services, the Customer shall pay to the Company the Charges of [SPECIFY THE AMOUNT] to be paid [MONTHLY or YEARLY]. It is agreed that the terms of this Agreement shall prevail over any terms that may be included in this Agreement. If the Customer fails to make any payment due to the Company under this Agreement by the due date for payment, then the Company may suspend the provision of Support. All Charges and taxes or any other applicable sales tax shall be paid by the Customer at the rate and in the manner for the time being prescribed by law. TERM AND TERMINATION The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the term hereof. In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party, in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party specifying such non-compliance. This Agreement shall terminate automatically in [NUMBER OF DAYS] days unless the breaching Party cures the breach within such [NUMBER OF DAYS]-day period. The present Agreement shall be automatically terminated at the expiration of the period of the present Agreement unless the Agreement is renewed at the end of the mentioned term. However, both the Parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of [NUMBER OF DAYS] days. Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the effective date of termination. LIABILITY ",null,"Support Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/support-agreement-D13404.png","https://templates.business-in-a-box.com/imgs/250px/13404.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13404.xml",{"title":15,"description":6},"support agreement",[17],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/","Support Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13404.png","https://templates.business-in-a-box.com/imgs/600px/13404.png",[24,17],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Services & Consulting","/templates/services-and-consulting/",[36,40,44,48,52,56,60,64,68,72,76,80,84,98,113,125,138,153],{"label":37,"url":38,"thumb":39,"extension":10},"Financial Support Agreement Regarding Guaranty of Obligation","/template/financial-support-agreement-regarding-guaranty-of-obligation-D876","https://templates.business-in-a-box.com/imgs/250px/876.png",{"label":41,"url":42,"thumb":43,"extension":10},"Agreement for Outsourcing Call Center Support","/template/agreement-for-outsourcing-call-center-support-D143","https://templates.business-in-a-box.com/imgs/250px/143.png",{"label":45,"url":46,"thumb":47,"extension":10},"Assessing the Support Activities in the Value Chain","/template/assessing-the-support-activities-in-the-value-chain-D123","https://templates.business-in-a-box.com/imgs/250px/123.png",{"label":49,"url":50,"thumb":51,"extension":10},"Thank You for Support During Illness","/template/thank-you-for-support-during-illness-D655","https://templates.business-in-a-box.com/imgs/250px/655.png",{"label":53,"url":54,"thumb":55,"extension":10},"Call Center Agent_Inbound_Technical Support Job Description","/template/call-center-agent_inbound_technical-support-job-description-D11622","https://templates.business-in-a-box.com/imgs/250px/11622.png",{"label":57,"url":58,"thumb":59,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":61,"url":62,"thumb":63,"extension":10},"Service Level Agreement","/template/service-level-agreement-D778","https://templates.business-in-a-box.com/imgs/250px/778.png",{"label":65,"url":66,"thumb":67,"extension":10},"Software Maintenance Agreement 2","/template/software-maintenance-agreement-2-D779","https://templates.business-in-a-box.com/imgs/250px/779.png",{"label":69,"url":70,"thumb":71,"extension":10},"Software Maintenance Agreement VAR","/template/software-maintenance-agreement-var-D780","https://templates.business-in-a-box.com/imgs/250px/780.png",{"label":73,"url":74,"thumb":75,"extension":10},"First-Line Supervisor or Manager, Administrative Support Job Description","/template/first-line-supervisor-or-manager-administrative-support-job-description-D11656","https://templates.business-in-a-box.com/imgs/250px/11656.png",{"label":77,"url":78,"thumb":79,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":81,"url":82,"thumb":83,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"description":85,"descriptionCustom":6,"label":86,"pages":8,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":96,"url":97},"ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: ENGAGEMENT Upon the terms and subject to the conditions hereof, Company hereby engages Service Provider to provide Company with the Services (as defined in Section 2 hereof), and Service Provider hereby agrees to provide Company with the Services. ADMINISTRATIVE AND SUPPORT SERVICES During the term hereof, Service Provider agrees to provide the administrative support and services (including accounting, clerical, secretarial and receptionist assistance) described on Schedule A attached hereto and incorporated herein by reference, and any other administrative services reasonably requested by Company and agreed to by Service Provider (hereinafter referred to as the \"Services\"). Subject to the provisions of Section 3, Service Provider agrees to provide the Services in good faith, in a professional and workmanlike manner and in accordance with the reasonable instructions of Company. MUTUAL SUPPORT AND COOPERATION Each of Service Provider and Company agrees that it will take all steps reasonably necessary, at its own expense to: To designate key individuals to perform its obligations hereunder; To conduct periodic meetings of all such key individuals and others as necessary; To fully cooperate with all reasonable requests for assistance; and To take such further steps and execute such further documents as may be reasonably necessary. The parties will make diligent efforts through their respective key individuals to identify the causes of any problems in the Services and to make adjustments, in an equitable fashion, in order to address and resolve such problems, including the substitution or modification of the Services and the corresponding compensation therefore. FEES Service Provider will invoice Company for the Services performed hereunder on a [WEEKLY/MONTHLY] basis at the rate of $[AMOUNT] per [HOUR/DAY/WEEK/MONTH], plus such other out-of-pocket costs incurred by Service Provider as shall be separately stated. Each invoice shall set forth a reasonable explanation of the services rendered during such period and, if requested by Company, supporting documentation in reasonable detail. Company will pay each invoice in full no later than the [NUMBER] days following the date of the invoice. Each party shall be responsible for paying all taxes, if any, imposed upon it by applicable law in connection with this Agreement. TERM AND TERMINATION Except as provided in Section 5B hereof, the term of this Agreement shall commence on the first date indicated above and shall terminate at the close of business on the first anniversary of the date hereof. Either party may, by delivering written notice thereof to the other party, terminate any or all of its obligations under this Agreement, effective immediately, if the other party hereto: Is rendered bankrupt or becomes insolvent, and such insolvency is not cured within [NUMBER] days after written notice, or files a written petition in bankruptcy or an answer admitting the material facts recited in such petition filed by another, or discontinues its business, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property; or Commits a material breach of its duties, obligations or understandings under this Agreement, which breach is not cured within [NUMBER] days following written notice of such breach from the nonbreaching party. Any such termination shall be in addition to any other rights or remedies available at law or in equity to the terminating party. Each party hereto agrees to consult in advance with the other party and to bring to the attention of the other party any problems, differences of opinion, disagreements or any other matters that may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to insure that both parties to this Agreement are made aware of any problems arising out of or relating to this Agreement or the relationship of the parties hereunder, so that the parties hereto may, in good faith, consult with one another concerning such problems and, where possible, resolve such problems to the parties' mutual satisfaction, thereby preserving their contractual relationship and goodwill and mutual respect presently existing between the parties to this Agreement. FORCE MAJEURE Any failure or delay in the performance by Service Provider of its obligations hereunder shall not be a breach of this Agreement if such failure or delay arises out of or results primarily from fire, storm, flood, earthquake or other acts of God, explosions, wars, insurrections, strikes, work stoppages or slowdowns, epidemic or quarantine restrictions, unforeseen equipment failure or inability to obtain essential raw materials despite commercially reasonable best efforts to do so (the occurrence of any of the foregoing shall be an \"Event of Force Majeure\"). CONFIDENTIALITY","Administrative Services Agreement",56,"https://templates.business-in-a-box.com/imgs/1000px/administrative-services-agreement-D850.png","https://templates.business-in-a-box.com/imgs/250px/850.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#850.xml",{"title":6,"description":6},[93,95],{"label":30,"url":94},"business-legal-agreements",{"label":30,"url":94},"administrative services agreement","/template/administrative-services-agreement-D850",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":112},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":106,"description":6},"software license agreement",[108,109],{"label":30,"url":94},{"label":110,"url":111},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":114,"descriptionCustom":6,"label":115,"pages":8,"size":9,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":124},"PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SERVICE PROVIDER NAME] (the \"Service Provider\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Service Provider shall be referred to as the \"Parties.\" WHEREAS, the Company has a requirement of [SPECIFY SERVICES]; WHEREAS, the Service Provider has the professional skills and has expressed interest in performing such services for the Company; WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Company by the Service Provider; NOW, THEREFORE, the Parties agree as follows: ENGAGEMENT FOR PROFESSIONAL SERVICES The Company hereby engages the services of the Service Provider, and the Service Provider agrees to provide the professional services described further herein. The Service Provider shall provide [SPECIFY THE PROFESSIONAL SERVICES] to the Company, attached hereinafter as Exhibit A. FEES For services performed during the Term, the Company will pay the Service Provider at the rate of [SPECIFY RATE] per [HOUR/DAY/MONTH]. TERM The Agreement shall begin as of the date of this Agreement and shall be in effect until terminated by mutual consent expressed in writing signed by both Parties. NO SUB-CONTRACTING The Service Provider is being engaged to perform services within his asserted areas of professional expertise and shall not delegate or sub-contract any portion of the services to be performed hereunder. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Service Provider each expressly agree and understand that they are creating an independent contractor relationship, and that the Service Provider shall not be considered an employee of the Company for any purpose. The Service Provider is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Service Provider is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Service Provider from performing services for other companies or clients or businesses, provided, however, that during the Term of this Agreement, the Service Provider shall not apply, bid, or contract for, or undertake any employment, independent contractor work, or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Service Provider will notify the Company immediately if, during the Term, he engages, or proposes to engage in the performance of services for any competitor of the Company, or any vendor to or customer of the Company. If the Service Provider performs services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest during the Term, the Service Provider must fully disclose in advance to the Company the terms of any proposed or actual services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Service Provider. DUTIES OF THE SERVICE PROVIDER The Service Provider shall provide the services diligently and as per industry standards. The Service Provider shall not provide misleading information about the Company or its services to any third party. The Service Provider shall follow the terms of the Agreement in good faith. The Service Provider shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the services. The Service Provider shall provide the services for a period of at least [NUMBER OF YEARS] years. The Service Provider shall conduct itself in a professional manner while performing the services for the Company. The Service Provider shall follow diligently the code of conduct established by the Company for Service Providers while offering the services to the Company. SOLICITATION The Service Provider agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Company's employees during the Term of this Agreement and for a period after the expiration or termination of this Agreement equal in duration to the duration of this Agreement. General solicitation, not directed at the Company's employees, will not constitute a violation of this section. LANGUAGE OF THE AGREEMENT The language of the Agreement shall be the English Language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE Confidential Information Defined","Professional Services Agreement","https://templates.business-in-a-box.com/imgs/1000px/professional-services-agreement-D13277.png","https://templates.business-in-a-box.com/imgs/250px/13277.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13277.xml",{"title":120,"description":6},"professional services agreement",[122,123],{"label":30,"url":94},{"label":30,"url":94},"/template/professional-services-agreement-D13277",{"description":126,"descriptionCustom":6,"label":127,"pages":128,"size":9,"extension":10,"preview":129,"thumb":130,"svgFrame":131,"seoMetadata":132,"parents":134,"keywords":133,"url":137},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":133,"description":6},"master service agreement",[135,136],{"label":30,"url":94},{"label":30,"url":94},"/template/master-service-agreement-D12657",{"description":139,"descriptionCustom":6,"label":140,"pages":141,"size":9,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":147,"keywords":146,"url":152},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":146,"description":6},"non disclosure agreement nda",[148,149],{"label":30,"url":94},{"label":150,"url":151},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":154,"descriptionCustom":6,"label":155,"pages":8,"size":156,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":161,"keywords":165,"url":166},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[162],{"label":163,"url":164},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":169,"reviewer":181,"legal_disclaimer":185,"quick_facts":186,"at_a_glance":188,"personas":192,"variants":217,"glossary":243,"clauses":277,"how_to_fill":328,"common_mistakes":369,"faqs":394,"industries":425,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":508,"classification":509},{"meta_title":170,"meta_description":171,"primary_keyword":172,"secondary_keywords":173},"Support Agreement Template (Free Word)","Free support agreement template defining service levels, response times, fees, and remedies. Download in Word, edit online, or export as PDF. Free Word and PDF download.","support agreement template",[15,174,175,176,177,178,179,180],"support agreement template word","it support agreement template","software support agreement template","technical support agreement","support services agreement","maintenance and support agreement template","free support agreement template",{"name":182,"credential":183,"reviewed_date":184},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":187,"legal_review_recommended":185,"signature_required":185,"notarization_required":167},"medium",{"what_it_is":189,"when_you_need_it":190,"whats_inside":191},"A Support Agreement is a legally binding contract between a service provider and a client that defines the scope, terms, and conditions under which technical or operational support will be delivered. This free Word download lets you edit scope, service levels, fees, and escalation procedures online and export as PDF for immediate execution.\n","Use it whenever you sell or purchase ongoing support services — whether for software, IT infrastructure, hardware, or managed services — and need enforceable obligations around response times, availability, and remedies for service failures.\n","Scope of support services, service level commitments (response and resolution times), fees and billing terms, escalation procedures, exclusions and limitations of liability, term and termination rights, and confidentiality obligations — all in a single structured document.\n",[193,197,201,205,209,213],{"title":194,"use_case":195,"icon_asset_id":196},"SaaS companies","Formalizing post-sale support tiers and uptime commitments for customers","persona-saas-company",{"title":198,"use_case":199,"icon_asset_id":200},"IT managed service providers","Defining response times, on-site obligations, and escalation paths for clients","persona-it-service-provider",{"title":202,"use_case":203,"icon_asset_id":204},"Software vendors","Separating maintenance and support fees from license fees in customer contracts","persona-software-vendor",{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Purchasing IT support from a third-party provider with defined service standards","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Operations directors","Standardizing vendor support contracts across the organization's tech stack","persona-operations-director",{"title":214,"use_case":215,"icon_asset_id":216},"Procurement managers","Evaluating and contracting support services with measurable, enforceable terms","persona-procurement-manager",[218,222,226,230,233,237,240],{"situation":219,"recommended_template":220,"slug":221},"Providing tiered support levels (bronze, silver, gold) to multiple customer segments","Tiered Support Agreement","support-agreement-D13404",{"situation":223,"recommended_template":224,"slug":225},"Bundling software maintenance updates with technical support","Maintenance and Support Agreement","software-maintenance-agreement-2-D779",{"situation":227,"recommended_template":228,"slug":229},"Delivering fully managed IT services including monitoring and administration","Managed Services Agreement","administrative-services-agreement-D850",{"situation":231,"recommended_template":232,"slug":225},"Providing hardware break-fix and on-site repair services","Hardware Support and Maintenance Agreement",{"situation":234,"recommended_template":235,"slug":236},"Defining uptime, availability, and credit remedies for cloud software","Service Level Agreement (SLA)","service-level-agreement-D778",{"situation":238,"recommended_template":239,"slug":221},"Engaging a third party to provide helpdesk or end-user support on your behalf","Outsourced Support Services Agreement",{"situation":241,"recommended_template":242,"slug":225},"Providing post-warranty support for a specific software product after initial license term","Software Support and Maintenance Agreement",[244,247,250,253,256,259,262,265,268,271,274],{"term":245,"definition":246},"Service Level","A defined performance standard for support delivery, typically expressed as a maximum response time or resolution time for a given priority category.",{"term":248,"definition":249},"Response Time","The maximum time from when a support request is submitted to when the provider acknowledges it and begins working on a resolution.",{"term":251,"definition":252},"Resolution Time","The maximum time from acknowledgment of a support request to delivery of a fix, workaround, or other agreed remedy.",{"term":254,"definition":255},"Priority Classification","A system for categorizing support issues by severity — typically P1 (critical system down) through P4 (minor or cosmetic) — which determines the applicable response and resolution targets.",{"term":257,"definition":258},"Escalation Procedure","The defined process for routing an unresolved or critical issue to a higher tier of support personnel or management when initial response fails to meet agreed timelines.",{"term":260,"definition":261},"Exclusions","Specific conditions, activities, or scenarios explicitly removed from the scope of support — such as issues caused by unauthorized modifications or third-party software.",{"term":263,"definition":264},"Uptime Commitment","A contractual guarantee that a system or service will be available and operational for a defined percentage of time, typically expressed as 99.9% or 99.99% per month.",{"term":266,"definition":267},"Service Credit","A monetary or account credit issued to the client as a remedy when the provider fails to meet a defined service level, typically expressed as a percentage of monthly fees.",{"term":269,"definition":270},"Support Window","The hours and days during which the provider is obligated to receive and respond to support requests — for example, 9 a.m. to 6 p.m. local time, Monday through Friday, excluding public holidays.",{"term":272,"definition":273},"Limitation of Liability","A clause capping the provider's total financial exposure for claims arising under the agreement, typically limited to fees paid in the prior 12 months.",{"term":275,"definition":276},"Term and Renewal","The initial duration of the agreement and the conditions under which it renews — automatically, upon written notice, or by mutual agreement — and any notice requirements to prevent renewal.",[278,283,288,293,298,303,308,313,318,323],{"name":279,"plain_english":280,"sample_language":281,"common_mistake":282},"Scope of support services","Defines precisely what the provider will and will not support — specific products, versions, systems, and types of issues covered — so both parties share a common understanding of entitlement.","Provider shall provide support services for [PRODUCT NAME] versions [VERSION RANGE] as described in Schedule A ('Supported Products'). Support does not include [EXCLUDED ITEMS — e.g., third-party integrations, custom modifications, or hardware not supplied by Provider].","Defining scope too broadly with language like 'all issues related to the software.' This captures bugs outside the provider's control and creates liability for problems the provider cannot reasonably resolve.",{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Service levels and response times","Sets measurable performance standards — response and resolution time targets tied to priority classification — that create enforceable obligations and a basis for remedy when missed.","Priority 1 (System Down): Response within [1] hour, Target Resolution within [4] hours. Priority 2 (Major Function Impaired): Response within [4] hours, Target Resolution within [1] business day. Priority 3 (Minor Issue): Response within [1] business day, Target Resolution within [5] business days.","Promising resolution times rather than target resolution times for complex issues. If a P1 resolution requires a code fix, committing to a hard 4-hour resolution time creates breach exposure the provider cannot control.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Support channels and hours","Specifies how clients submit requests (phone, email, portal, chat) and the hours during which the provider is obligated to respond — distinguishing business-hours coverage from 24/7 emergency support.","Support requests must be submitted via [SUPPORT PORTAL URL] or [EMAIL ADDRESS]. Standard support hours are [9:00 a.m.–6:00 p.m. CLIENT LOCAL TIME], Monday through Friday, excluding [PROVIDER] public holidays. Priority 1 issues may be reported via [EMERGENCY PHONE NUMBER] at any time.","Committing to 24/7 coverage in the contract without a staffing model to back it up. Clients will hold providers to the literal terms, and after-hours breaches generate service credit liability.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Escalation procedure","Maps the path an unresolved issue follows through successively senior technical and management tiers, including the timeframes that trigger each escalation and the named contacts at each level.","If a Priority 1 issue is not resolved within [2] hours of acknowledgment, it shall be escalated to [TIER 2 CONTACT / ROLE]. If unresolved after [4] hours, it shall be escalated to [MANAGER NAME / TITLE] and a written status update provided to Client every [30] minutes.","Listing escalation contacts by name rather than role. Named individuals change roles or leave — update obligations lapse and the escalation chain breaks without a formal amendment.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Fees and payment terms","States the support fee structure (annual, monthly, per-incident, or tiered), billing frequency, payment due dates, and consequences of late payment including service suspension rights.","Client shall pay an annual support fee of $[AMOUNT], invoiced [annually in advance / quarterly]. Payment is due within [30] days of invoice. Provider reserves the right to suspend support services for balances overdue by more than [15] days after written notice.","Failing to address what happens to prepaid fees if the client terminates early. Without a refund or pro-rata clause, disputes over unused support periods are common.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Exclusions and client responsibilities","Lists scenarios the provider is not required to support and the obligations the client must meet — like maintaining current software versions, providing access, or designating authorized contacts — to keep support valid.","Provider has no obligation to support issues arising from: (a) Client's modifications to the Supported Product; (b) use of the Supported Product with third-party software not approved by Provider; (c) Client's failure to implement recommended updates within [90] days of release; or (d) hardware or network infrastructure not supplied by Provider.","Omitting the requirement that clients stay within a supported version range. Clients running two or three major versions behind create disproportionate support burden and expose the provider to unlimited legacy support obligations.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Service credits and remedies","Defines the credit or remedy the client receives when the provider misses a service level commitment — typically a percentage of monthly fees — and establishes that credits are the client's sole remedy for service level failures.","If Provider fails to meet the Priority 1 response time in any calendar month, Client shall receive a service credit equal to [5]% of the monthly support fee for that month, up to a maximum of [30]% of the monthly fee. Service credits are Client's sole and exclusive remedy for service level failures.","No cap on service credits. Without a monthly or annual ceiling, a prolonged outage can generate credits that exceed total contract value — effectively providing free service indefinitely.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Limitation of liability","Caps the provider's total financial exposure for all claims under the agreement and excludes indirect, consequential, and punitive damages — protecting the provider from claims that dwarf the contract value.","Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Client in the [12] months preceding the event giving rise to the claim. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages.","Using a limitation of liability clause that is inconsistent with the main software license or master services agreement. Conflicting liability caps across related contracts create enforcement ambiguity that courts resolve unpredictably.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Term, renewal, and termination","Sets the initial agreement period, automatic renewal conditions and notice requirements to prevent renewal, and the grounds and process for termination — including termination for cause and for convenience.","This Agreement commences on [START DATE] and continues for [12] months ('Initial Term'), renewing automatically for successive [12]-month periods unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period.","Short auto-renewal notice windows — 15 or 30 days — that clients miss, locking them into another annual term they did not intend to renew. Courts in several jurisdictions scrutinize short auto-renewal windows for consumer and small-business contracts.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Confidentiality","Obliges both parties to protect confidential information exchanged during support — including technical documentation, system architecture, and client data — and restricts its use to fulfilling the agreement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' includes all non-public technical, business, or operational information disclosed in connection with this Agreement.","No carve-out for information the receiving party already knew or that is independently developed. Without standard exclusions, the confidentiality clause can be challenged as overbroad and unenforceable.",[329,334,339,344,349,354,359,364],{"step":330,"title":331,"description":332,"tip":333},1,"Identify the parties and supported products","Enter the provider's full legal entity name and the client's legal entity name. List the specific products, software versions, or systems covered in Schedule A — be precise about version ranges and named modules.","Cross-reference the supported product list against your actual release support policy before signing. Promising support for all versions creates an open-ended legacy obligation.",{"step":335,"title":336,"description":337,"tip":338},2,"Define priority classifications and service levels","Create a priority matrix (P1–P4 or equivalent) with a plain-language description of each severity level, the corresponding response time, and the target resolution time. Distinguish between response commitments (hard) and resolution targets (aspirational for complex issues).","Anchor priority definitions to business impact — 'system completely unavailable' for P1, 'major function impaired' for P2 — rather than technical symptoms, which are easier for clients to verify.",{"step":340,"title":341,"description":342,"tip":343},3,"Set support channels and hours","Specify each accepted submission channel (portal, email, phone) and the hours during which each is monitored. If 24/7 coverage applies only to P1 issues, state that explicitly rather than implying blanket coverage.","Include an emergency phone number for P1 issues even if your primary channel is a portal — clients under system outages need a direct escalation path.",{"step":345,"title":346,"description":347,"tip":348},4,"Complete the fees and payment terms","Enter the annual or monthly support fee, billing schedule, payment due date (Net 30 is standard), and the late-payment remedy — typically a right to suspend service after 15 days' written notice.","Add a pro-rata refund clause for early termination without cause. It reduces disputes and is increasingly expected by enterprise procurement teams.",{"step":350,"title":351,"description":352,"tip":353},5,"Draft the exclusions and client responsibilities","List every category of issue you will not support — unauthorized modifications, unsupported versions, third-party integrations, client network problems. Then list what the client must do to maintain support eligibility, such as designating authorized contacts and applying updates within 90 days.","Require the client to designate a named technical contact for support submissions. This prevents every employee from opening tickets independently and reduces volume by 20–40% in practice.",{"step":355,"title":356,"description":357,"tip":358},6,"Insert service credit terms and the liability cap","Set the credit formula (percentage of monthly fee per missed SLA event), the monthly credit ceiling, and confirm that credits are the sole remedy. Then set the aggregate liability cap — typically 12 months of fees paid.","Ensure the liability cap in this agreement matches the cap in the master license or services agreement. Conflicting caps in related contracts create unpredictable enforcement outcomes.",{"step":360,"title":361,"description":362,"tip":363},7,"Confirm term, auto-renewal notice, and termination rights","Set the initial term (typically 12 months), the auto-renewal period, and the notice window required to prevent renewal — 60 days is the standard for annual contracts. Add a termination-for-cause clause with a 30-day cure period.","If your client base includes consumers or small businesses, use a 60-day auto-renewal notice window rather than 30 days — shorter windows are subject to regulatory scrutiny in several US states and EU member states.",{"step":365,"title":366,"description":367,"tip":368},8,"Execute before the support period begins","Both parties must sign the agreement before the support start date. Ensure the effective date in the agreement matches the billing start date to avoid gaps or overlaps with any prior arrangement.","Use Business in a Box eSign to timestamp execution and attach the fully signed document to the billing system record so that support entitlement and payment history are linked.",[370,374,378,382,386,390],{"mistake":371,"why_it_matters":372,"fix":373},"Committing to hard resolution times for all priority levels","Complex P1 issues may require code changes, vendor escalation, or infrastructure repairs that cannot be completed within a fixed window — a hard commitment creates automatic breach and unlimited credit exposure.","Distinguish between response time (a hard commitment) and resolution target (a best-efforts benchmark). Reserve hard resolution SLAs for workaround delivery, not root-cause fixes.",{"mistake":375,"why_it_matters":376,"fix":377},"No version support policy in the scope clause","Clients running legacy versions create disproportionate support load. Without an explicit supported-version range, providers inherit unlimited obligation for every historical release.","State that support covers only the current major release and one prior major release. Provide 90 days' notice before dropping support for an older version.",{"mistake":379,"why_it_matters":380,"fix":381},"Missing a service credit cap","Without a monthly or annual ceiling on service credits, a prolonged outage or repeated SLA misses can generate credits that exceed total annual contract value, effectively providing free service.","Cap service credits at 30% of the monthly fee per month and 10% of total annual fees in any contract year. State that credits are the client's sole remedy for SLA failures.",{"mistake":383,"why_it_matters":384,"fix":385},"Auto-renewal notice window shorter than 45 days","Short auto-renewal windows — 15 or 30 days — are routinely missed by clients, generating disputes, chargebacks, and in some jurisdictions regulatory scrutiny over automatic renewal practices.","Use a 60-day written notice window for annual contracts. Several US states (California, New York) and EU consumer protection rules require adequate notice for automatic renewal of service contracts.",{"mistake":387,"why_it_matters":388,"fix":389},"Liability cap inconsistent with the master agreement","If the support agreement caps liability at 6 months of fees but the master services agreement caps at 12 months, courts may apply the lower cap to all related claims, reducing the provider's exposure beyond what was intended.","Cross-reference and align the liability cap in the support agreement with every related contract the client has signed. Include an order-of-precedence clause stating which document governs in case of conflict.",{"mistake":391,"why_it_matters":392,"fix":393},"No client responsibility clause for maintaining authorized contacts","Without a named-contact requirement, any employee can open tickets, volume becomes unmanageable, and the provider loses audit trail of who authorized escalations or accepted workarounds.","Require the client to designate a maximum number of authorized support contacts (typically 2–5 depending on tier) and include a process for updating the contact list with 5 business days' notice.",[395,398,401,404,407,410,413,416,419,422],{"question":396,"answer":397},"What is a support agreement?","A support agreement is a legally binding contract between a service provider and a client that defines the scope, terms, and standards for technical or operational support. It specifies what systems or products are covered, how quickly the provider must respond to issues, what remedies apply when service levels are missed, how fees are structured, and when the agreement can be terminated. It is distinct from a service level agreement in that it covers the full commercial and legal relationship, not just the performance metrics.\n",{"question":399,"answer":400},"What is the difference between a support agreement and a service level agreement?","A service level agreement (SLA) is a technical appendix that specifies performance metrics — uptime percentages, response times, and credit formulas. A support agreement is the overarching legal contract that incorporates the SLA alongside commercial terms, liability limits, confidentiality, and termination rights. In practice, many support agreements embed SLA terms directly rather than attaching a separate document, but for complex engagements the two are kept separate so the SLA can be updated without amending the main contract.\n",{"question":402,"answer":403},"Do I need a support agreement if I already have a master services agreement?","Yes, in most cases. A master services agreement governs the general commercial relationship — payment terms, liability, confidentiality, and dispute resolution. A support agreement defines the specific performance obligations for ongoing support services, which the MSA typically does not cover in sufficient detail. Where there is an MSA, the support agreement should include an order-of-precedence clause confirming which document governs in case of conflict.\n",{"question":405,"answer":406},"What response times should a support agreement include?","Industry standard response times vary by priority level and support tier. For a typical B2B software support agreement, P1 (system down) response within 1–2 hours is standard; P2 (major function impaired) within 4 business hours; P3 (minor issue) within 1 business day; P4 (cosmetic or low-impact) within 3–5 business days. Enterprise agreements with premium support tiers often require 30-minute P1 response and 24/7 coverage. Always distinguish response commitments from resolution targets — resolution timelines for complex issues should be described as targets, not hard obligations.\n",{"question":408,"answer":409},"Are support agreements legally enforceable?","A support agreement is generally enforceable when properly executed by authorized signatories of both parties, supported by adequate consideration (typically the support fee), and drafted with sufficiently specific obligations. Vague scope language, undefined priority classifications, or unlimited liability clauses can make specific provisions difficult to enforce. Courts will generally uphold well-drafted limitation of liability and sole-remedy clauses in commercial B2B contracts, though consumer agreements face additional scrutiny in most jurisdictions.\n",{"question":411,"answer":412},"What should be excluded from the scope of a support agreement?","Standard exclusions include issues caused by the client's unauthorized modifications to the supported product, use with unapproved third-party software, failure to apply recommended updates within a defined period, hardware or network infrastructure not supplied by the provider, and issues attributable to force majeure events. Exclusions should be listed exhaustively in the agreement — courts construe ambiguous scope language against the drafter, which is typically the provider.\n",{"question":414,"answer":415},"Can a support agreement be terminated early?","Most support agreements allow termination for material breach after a cure period (typically 30 days' written notice). Termination for convenience — ending the agreement without cause — is less common in provider-side agreements but is often negotiated by enterprise clients. If the agreement is terminated early, the contract should address whether prepaid fees are refunded on a pro-rata basis or forfeited, as this is a frequent source of post-termination disputes.\n",{"question":417,"answer":418},"How are service credits calculated in a support agreement?","Service credits are typically calculated as a percentage of the monthly support fee for each SLA event missed — for example, 5% of the monthly fee for each missed P1 response time. Credits are usually capped at 25–30% of the monthly fee per billing period and 10% of total annual fees per year. The credit mechanism should explicitly state that credits are the client's sole and exclusive remedy for SLA failures, preventing the client from claiming damages on top of received credits.\n",{"question":420,"answer":421},"Does a support agreement need to be reviewed by a lawyer?","For straightforward support arrangements with standard scope, a high-quality template is typically sufficient. Legal review is recommended when the agreement covers critical infrastructure with significant downtime exposure, the contract value exceeds $50,000 annually, the client is a large enterprise with its own heavily negotiated paper, or the services cross international jurisdictions with different consumer or commercial law requirements. A 1–2 hour review typically costs $300–$600 and is worthwhile for any engagement where a service failure could trigger material liability.\n",{"question":423,"answer":424},"What happens to a support agreement when the underlying product is discontinued?","Most support agreements do not automatically address product discontinuation. Best practice is to include a clause allowing the provider to terminate support for a product upon 6–12 months' written notice of end-of-life, with a pro-rata refund of prepaid fees for the unsupported period. Without such a clause, the provider may remain contractually obligated to support a product it has formally discontinued, creating significant operational and cost exposure.\n",[426,430,434,438,442,446],{"industry":427,"icon_asset_id":428,"specifics":429},"SaaS / Technology","industry-saas","Tiered support plans (standard, premium, enterprise) with uptime commitments, 24/7 P1 coverage, and credit remedies tied to monthly recurring revenue.",{"industry":431,"icon_asset_id":432,"specifics":433},"IT Managed Services","industry-it-services","On-site and remote support obligations, network monitoring scope, patch management responsibilities, and named-technician requirements for sensitive environments.",{"industry":435,"icon_asset_id":436,"specifics":437},"Manufacturing","industry-manufacturing","Equipment and machinery support with on-site response time commitments, spare-parts availability obligations, and production-downtime liability caps.",{"industry":439,"icon_asset_id":440,"specifics":441},"Healthcare / MedTech","industry-healthtech","HIPAA-compliant support procedures, system availability requirements tied to patient safety obligations, and FDA-regulated change management processes for software updates.",{"industry":443,"icon_asset_id":444,"specifics":445},"Financial Services","industry-fintech","Regulatory data-handling requirements during support sessions, audit-log retention for all support interactions, and enhanced SLAs for trading-critical systems.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services","industry-professional-services","Software platform support bundled with consulting retainers, client-portal access management, and named-account support contacts for high-value relationships.",[451,454,457,460],{"vs":61,"vs_template_id":452,"summary":453},"service-level-agreement-D13401","A service level agreement is a performance-metrics document specifying uptime, response times, and credit formulas. A support agreement is the overarching legal contract that gives those metrics binding effect alongside commercial terms, liability limits, and termination rights. For complex engagements, use both — the SLA as a Schedule to the support agreement — so metrics can be updated without amending the main contract.",{"vs":228,"vs_template_id":455,"summary":456},"managed-services-agreement-D13403","A managed services agreement covers broad ongoing operational management — monitoring, administration, infrastructure — and typically includes support as one component of a larger service bundle. A support agreement is narrower, focused specifically on issue response and resolution for a defined product or system. If the provider is running the client's IT environment end-to-end, the managed services agreement is more appropriate.",{"vs":100,"vs_template_id":458,"summary":459},"software-license-agreement-D13402","A software license agreement grants the right to use the software and defines the terms of that use — it does not cover post-sale support obligations. A support agreement is the companion document that defines what help the client receives after the license is granted. Many vendors charge for support separately and require a signed support agreement to receive patches, updates, and technical assistance.",{"vs":115,"vs_template_id":461,"summary":462},"professional-services-agreement-D13228","A professional services agreement governs discrete, project-based engagements with defined deliverables and a defined end date — such as an implementation or integration project. A support agreement governs ongoing, recurring services with no defined project deliverable. The two are often paired: a professional services agreement for the initial deployment and a support agreement for everything that follows.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Small to mid-sized providers offering standard support tiers for a single product or service","Free","30–45 minutes",{"best_for":469,"cost":470,"time":471},"Enterprise clients, cross-border engagements, or support for regulated industries such as healthcare or financial services","$300–$700","2–4 days",{"best_for":473,"cost":474,"time":475},"Mission-critical infrastructure support, contracts exceeding $100K annually, or complex multi-party support arrangements with subcontractors","$1,500–$5,000+","1–3 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Support agreements are governed by state commercial law, which varies in how it treats limitation of liability clauses and service credit remedies. California, New York, and several other states have automatic renewal laws requiring prominent disclosure of auto-renewal terms and adequate notice windows — typically 30–60 days — for annual contracts. Healthcare-adjacent support agreements must address HIPAA Business Associate obligations if the provider accesses protected health information during support sessions.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian commercial law is provincially governed. Ontario and British Columbia courts generally enforce limitation of liability and sole-remedy clauses in commercial B2B agreements, but consumer-facing support contracts face additional scrutiny under consumer protection legislation. PIPEDA and provincial privacy laws (including Quebec's Law 25) impose strict requirements on how support providers handle personal data accessed during support sessions, including data residency and breach notification obligations.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 impose reasonableness requirements on limitation of liability clauses, particularly in consumer-facing agreements. In B2B support contracts, courts generally uphold well-drafted liability caps if they were negotiated at arm's length. Post-Brexit, UK GDPR applies independently from EU GDPR — support providers handling personal data must have a UK-specific data processing basis and comply with ICO requirements for data access during support activities.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU GDPR imposes strict requirements on support providers that access personal data during service delivery — a Data Processing Agreement (DPA) must accompany any support agreement where personal data is processed. The EU Unfair Terms Directive restricts the use of unreasonable limitation of liability clauses in consumer contracts, and several member states (Germany, France) apply this standard to small-business contracts as well. Automatic renewal provisions require clear, prominent disclosure under consumer protection directives applicable in most member states.",[236,229,498,499,500,501,502,503,504,505,506,507],"software-license-agreement-D12928","professional-services-agreement-D13277","master-service-agreement-D12657","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","statement-of-work-D12981","building-maintenance-agreement-D13817","service-agreement-D12711","outsourcing-agreement-manufacturing-D898","consulting-agreement---long-D12543",{"emit_how_to":185,"emit_defined_term":185},{"primary_folder":94,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"services-and-consulting","agreement","general","all-stages",[515,516,517,518,519],"contract","legal","support-agreement","service-level-agreement","technical-support",0.95,"\u003Ch2>What is a Support Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Support Agreement\u003C/strong> is a legally binding contract between a service provider and a client that defines the terms, standards, and conditions under which ongoing technical or operational support will be delivered. It identifies the specific products or systems covered, sets measurable performance obligations — response times, resolution targets, and support availability windows — and establishes the commercial framework including fees, service credits, liability limits, and termination rights. Unlike a general services contract, a support agreement is built around recurring performance obligations rather than discrete deliverables, making it the foundational document for any ongoing support relationship in software, IT infrastructure, hardware, or managed services.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed support agreement, both provider and client are exposed to the same four risks simultaneously. The provider has no defined scope boundary — clients escalate issues for unsupported products, legacy versions, or third-party integrations with no contractual basis to decline. The client has no enforceable performance standard — response times and availability commitments exist only as informal expectations, leaving no remedy when the provider fails to respond. Neither party has agreed on liability — a prolonged outage or data exposure during a support session can generate uncapped damages claims that dwarf the contract value. And the commercial relationship has no defined endpoint — auto-renewal disputes, early-termination fee conflicts, and prepaid-fee refund arguments become credibility contests rather than contract interpretation. A properly executed support agreement closes all four gaps for the cost of 30 minutes and a legal review where the stakes warrant it.\u003C/p>\n",1781185973794]