This Service Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:
YourData365, LLC ("Service Provider"), a [STATE]-based company with its principal place of business at [COMPANY_ADDRESS], and
[CLIENT_NAME] ("Client"), with its principal place of business at [CLIENT_ADDRESS].
The parties agree as follows:
WHEREAS, Service Provider specializes in providing Microsoft 365 ("M365") backup and compliance services, including data protection, retention, and regulatory compliance solutions;
WHEREAS, Client desires to engage Service Provider to provide such services in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1.1 "Services": The M365 backup and compliance services described in Section 3 of this Agreement.
1.2 "Service Levels": The performance metrics and standards outlined in Section 4.
1.3 "Client Data": All electronic data, files, and information provided by Client or generated through Client's use of the Services.
1.4 "Confidential Information": Any non-public information disclosed by one party to the other, as further defined in Section 12.
1.5 "Force Majeure Event": An event beyond the reasonable control of a party, as defined in Section 16.
1.6 "Tools": Software and platforms used to deliver the Services, including but not limited to Veeam, AvePoint, and Microsoft Purview.
Service Provider agrees to provide the following Services to Client:
2.1 Backup Services:
- Daily automated backups of M365 data, including Exchange Online, SharePoint Online, OneDrive for Business, and Teams.
- Retention of backups for [X] days/months, as specified in the Service Order.
2.2 Compliance Services:
- Implementation of M365 compliance policies, including data retention, eDiscovery, and audit logging.
- Assistance with regulatory compliance frameworks such as GDPR, HIPAA, or CCPA, as applicable.
2.3 Monitoring and Reporting:
- Real-time monitoring of backup jobs and compliance configurations.
- Monthly reports summarizing backup success rates, compliance status, and any detected anomalies.
2.4 Support:
- Tiered support services, including email and phone support during business hours ([HOURS_OF_OPERATION]).
- Incident response within [X] hours for critical issues.
Note: Specific deliverables, timelines, and configurations will be detailed in the applicable Service Order(s).
Service Provider will adhere to the following Service Levels:
| Metric | Target | Measurement Method |
|---|---|---|
| Backup Success Rate | 99.9% monthly average | Automated job logs |
| Data Recovery Time | ≤ 4 hours for critical data | Incident resolution tracking |
| Compliance Policy Accuracy | 100% adherence to agreed policies | Monthly compliance audits |
| Support Response Time | ≤ 1 hour for Priority 1 issues | Ticketing system timestamps |
Failure to meet Service Levels will result in service credits as outlined in Section 5.3.
Client agrees to:
4.1 Provide Service Provider with necessary access to M365 tenant(s), including administrative credentials and permissions.
4.2 Maintain an active M365 subscription and ensure compliance with Microsoft’s licensing terms.
4.3 Notify Service Provider of any changes to its M365 environment that may impact the Services.
4.4 Designate a primary point of contact for all communications related to this Agreement.
5.1 Fees:
Client agrees to pay Service Provider the following fees:
- Backup Services: $[X] per user per month.
- Compliance Services: $[X] per user per month.
- Support Services: $[X] per hour for additional support outside the agreed scope.
5.2 Invoicing and Payment:
- Invoices will be issued monthly in arrears.
- Payment is due within 30 days of the invoice date.
5.3 Service Credits:
If Service Provider fails to meet the Service Levels in Section 4, Client will receive a credit equal to [X]% of the monthly fee for the affected Service.
6.1 Initial Term: This Agreement shall commence on the Effective Date and continue for an initial term of [X] months.
6.2 Renewal: Upon expiration of the Initial Term, this Agreement will automatically renew for successive [X]-month terms unless either party provides written notice of non-renewal at least 30 days prior to the renewal date.
Any changes to the scope of Services must be documented in a written Change Order signed by both parties. Change Orders will specify the revised scope, fees, and timelines.
8.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
8.2 Service Provider does not warrant that the Services will be error-free or uninterrupted.
9.1 By Service Provider: Service Provider shall indemnify Client against claims arising from Service Provider’s gross negligence or willful misconduct.
9.2 By Client: Client shall indemnify Service Provider against claims arising from Client’s misuse of the Services or violation of applicable laws.
Service Provider’s total liability under this Agreement shall not exceed the total fees paid by Client in the 12 months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.
Service Provider shall maintain the following insurance coverage:
- General Liability: $1,000,000 per occurrence.
- Cyber Liability: $2,000,000 aggregate.
Both parties agree to maintain the confidentiality of all Confidential Information disclosed under this Agreement. Confidentiality obligations shall survive for three (3) years following termination of this Agreement.
Client retains ownership of all Client Data. Service Provider retains ownership of all tools, methodologies, and intellectual property used to deliver the Services.
14.1 For Cause: Either party may terminate this Agreement upon 30 days’ written notice of a material breach, provided the breach is not cured within the notice period.
14.2 For Convenience: Client may terminate this Agreement for convenience with 60 days’ written notice.
14.3 Transition Assistance: Upon termination, Service Provider will assist Client in transitioning the Services for a period of up to 30 days, subject to additional fees.
Neither party shall be liable for delays or failures caused by a Force Majeure Event, provided the affected party promptly notifies the other.
This Agreement shall be governed by the laws of the State of [STATE]. Any disputes shall be resolved through binding arbitration in [CITY, STATE].
YourData365, LLC
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
[CLIENT_NAME]
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
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