This Retainer Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between YourData365, LLC ("YourData365"), a [STATE] limited liability company with its principal place of business at [COMPANY_ADDRESS], and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Client").
YourData365 agrees to provide the following services to Client under this Agreement:
1.1 Microsoft 365 Backup Services:
- Implementation and management of third-party backup solutions (e.g., Veeam Backup for Microsoft 365, AvePoint Cloud Backup, or Barracuda Essentials).
- Daily automated backups of Microsoft 365 data, including but not limited to Exchange Online, SharePoint Online, OneDrive for Business, and Teams.
- Data restoration services upon request, with a standard response time of [X] business hours.
1.2 Compliance Monitoring and Reporting:
- Ongoing monitoring of Microsoft 365 compliance settings, including Data Loss Prevention (DLP), retention policies, and audit logs.
- Monthly compliance reports detailing adherence to regulatory standards such as GDPR, HIPAA, or CCPA, as applicable.
1.3 Incident Response and Support:
- Investigation and resolution of backup or compliance-related incidents.
- Support for Microsoft 365 security and compliance configurations, including user permissions, encryption settings, and access controls.
1.4 Quarterly Strategic Reviews:
- A quarterly review of backup performance, compliance posture, and recommendations for optimization.
2.1 Retainer Fee: Client agrees to pay a monthly retainer fee of $[AMOUNT] for up to [X] hours of services per month.
2.2 Included Hours: The retainer covers the following:
- [X] hours of proactive backup management and monitoring.
- [X] hours of compliance reporting and analysis.
- [X] hours of incident response and support.
2.3 Overage Rates: Any hours exceeding the monthly retainer will be billed at a rate of $[HOURLY_RATE] per hour.
2.4 Rollover Policy: Unused hours in a given month will [roll over to the following month for up to [X] months / not roll over].
3.1 YourData365 will adhere to the following response times:
- Critical Incidents (e.g., data loss, compliance breach): Response within [X] business hours.
- Non-Critical Requests (e.g., routine data restoration): Response within [X] business days.
4.1 YourData365 will provide the following reports to Client:
- Monthly Backup Report: Detailing backup success rates, storage utilization, and any errors or warnings.
- Monthly Compliance Report: Summarizing compliance status, policy adherence, and any identified risks.
- Quarterly Strategic Review Report: Including key performance metrics, recommendations for improvement, and a summary of services rendered.
5.1 YourData365 and Client will conduct a quarterly review meeting to:
- Evaluate the effectiveness of backup and compliance services.
- Discuss any incidents or challenges encountered during the quarter.
- Identify opportunities for optimization or additional services.
- Adjust the scope of services, if necessary (see Section 6).
6.1 Either party may propose adjustments to the scope of services. Any changes must be documented in writing and signed by both parties.
7.1 The monthly retainer fee is due on the first day of each month.
7.2 Invoices for overage hours will be issued at the end of each month and are payable within [X] days of receipt.
7.3 Late payments will incur a [X]% late fee per month.
8.1 This Agreement will commence on the Effective Date and continue for an initial term of [X] months (the "Initial Term").
8.2 Upon expiration of the Initial Term, this Agreement will automatically renew on a month-to-month basis unless either party provides [X] days' written notice of non-renewal.
9.1 Either party may terminate this Agreement for any reason with [X] days' written notice.
10.1 Upon termination, YourData365 will:
- Provide Client with a final backup and compliance report.
- Assist in transitioning services to a new provider for a period of up to [X] days, billed at the standard hourly rate of $[HOURLY_RATE].
11.1 Both parties agree to maintain the confidentiality of all non-public information disclosed under this Agreement.
11.2 Confidential information may only be used for the purposes of fulfilling obligations under this Agreement.
12.1 All intellectual property created by YourData365 in the course of providing services under this Agreement will remain the property of YourData365.
12.2 Client will retain ownership of its own data and any pre-existing intellectual property.
13.1 This Agreement will be governed by and construed in accordance with the laws of the State of [STATE].
14.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
15.1 This Agreement may only be amended in writing, signed by both parties.
16.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
17.1 Any disputes arising under this Agreement will first be subject to mediation. If mediation fails, disputes will be resolved through binding arbitration in [STATE].
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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