This Consulting Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:
YourData365, LLC ("Company"), a [STATE] limited liability company with its principal place of business at [COMPANY_ADDRESS], and
[CLIENT_NAME] ("Client"), with its principal place of business at [CLIENT_ADDRESS].
The Company and Client may each be referred to herein as a "Party" and collectively as the "Parties."
1.1 Scope of Services:
The Company agrees to provide consulting services related to Microsoft 365 (M365) Backup & Compliance, including but not limited to:
- Assessment of Client’s current M365 backup and compliance posture.
- Implementation of backup solutions tailored to Client’s business needs, leveraging tools such as Veeam Backup for Microsoft 365, AvePoint, or Barracuda.
- Compliance gap analysis and remediation planning to align with regulatory frameworks such as GDPR, HIPAA, or CCPA.
- Ongoing monitoring and reporting on backup integrity and compliance adherence.
1.2 Objectives:
The primary objectives of this engagement are:
- To ensure Client’s M365 data is securely backed up and recoverable within defined Recovery Time Objectives (RTOs) and Recovery Point Objectives (RPOs).
- To establish compliance processes that mitigate regulatory risks and ensure audit readiness.
2.1 Responsibilities:
The Company shall:
- Conduct a comprehensive M365 environment audit within [X] business days of the Effective Date.
- Provide a detailed project plan, including milestones, timelines, and resource requirements, within [X] business days of the audit.
- Deliver periodic progress reports, including backup success rates, compliance metrics, and identified risks.
- Provide training to Client’s designated personnel on backup and compliance tools and processes.
2.2 Deliverables:
The following deliverables will be provided:
- M365 Backup & Compliance Audit Report.
- Implementation of backup solutions with documented configurations.
- Compliance Gap Analysis Report with actionable recommendations.
- Monthly Backup and Compliance Health Reports.
3.1 Access and Cooperation:
Client agrees to provide the Company with timely access to its M365 environment, including administrative credentials, relevant documentation, and personnel necessary to complete the engagement.
3.2 Timely Feedback:
Client shall review and provide feedback on deliverables within [X] business days of receipt to avoid project delays.
3.3 Compliance with Laws:
Client warrants that its use of M365 services complies with all applicable laws and regulations.
4.1 Fee Structure:
Client agrees to compensate the Company as follows (select applicable option):
- Hourly Rate: $[RATE] per hour, billed in increments of 15 minutes.
- Project Fee: $[TOTAL_PROJECT_FEE], payable in [X] installments as outlined in Section 4.2.
- Retainer: $[MONTHLY_RETAINER] per month, covering up to [X] hours of consulting services. Additional hours will be billed at $[RATE] per hour.
4.2 Payment Schedule:
- For hourly engagements, invoices will be issued bi-weekly and are due within [X] days of receipt.
- For project-based engagements, [X]% of the total fee is due upon signing, [X]% upon milestone completion, and the remaining [X]% upon project completion.
- For retainer agreements, payment is due on the [X] day of each month.
4.3 Expense Reimbursement:
Client shall reimburse the Company for pre-approved, reasonable out-of-pocket expenses incurred during the engagement, including travel, software licenses, and third-party tools.
The engagement shall commence on [START_DATE] and is expected to conclude by [END_DATE]. Key milestones include:
| Milestone | Description | Completion Date |
|---|---|---|
| Initial Audit | Comprehensive M365 environment audit | [DATE] |
| Backup Solution Implementation | Deployment of backup tools | [DATE] |
| Compliance Gap Analysis | Delivery of compliance recommendations | [DATE] |
| Final Report | Submission of final health report | [DATE] |
The Company is an independent contractor and not an employee, agent, or partner of the Client. The Company shall have no authority to bind the Client to any contracts or obligations.
7.1 Confidentiality:
The Company agrees to maintain the confidentiality of all non-public information disclosed by the Client, including but not limited to M365 configurations, business processes, and compliance strategies.
7.2 Non-Compete:
During the term of this Agreement and for a period of [X] months thereafter, the Company shall not provide M365 Backup & Compliance services to any direct competitors of the Client without prior written consent.
All deliverables created under this Agreement, including reports, configurations, and documentation, shall be the sole property of the Client. The Company retains no rights to use or distribute such materials without the Client’s written consent.
9.1 Warranties:
The Company warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards.
9.2 Indemnification:
Each Party agrees to indemnify and hold harmless the other Party from any claims, damages, or liabilities arising from its breach of this Agreement or negligence.
The Company shall maintain general liability insurance and professional liability insurance with coverage limits of no less than $[AMOUNT]. Proof of insurance shall be provided upon request.
11.1 Termination for Convenience:
Either Party may terminate this Agreement upon [X] days’ written notice.
11.2 Termination for Cause:
Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within [X] days.
11.3 Effect of Termination:
Upon termination, the Company shall deliver all completed and in-progress deliverables to the Client and issue a final invoice for services rendered.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations.
This Agreement may only be amended in writing and signed by both Parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
YourData365, LLC
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
[CLIENT_NAME]
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
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