MSP Registration

This Partner Agreement ("Agreement") is entered into by and between Managed Sites, LLC ("Managed Sites"), and the Managed Service Provider ("MSP") identified in the signature block below.

WHEREAS, Managed Sites offers website design, hosting, and security services ("Services") to businesses; and

WHEREAS, MSP provides IT services to their customers and wishes to partner with Managed Sites to offer Managed Sites' Services to its customers; and

WHEREAS, Managed Sites and MSP desire to enter into a mutually beneficial partnership to market and sell Managed Sites' Services to MSP's customers;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Partnership
(a) Managed Sites and MSP shall enter into a partnership to provide Managed Sites' Services to MSP's customers.

(b) Managed Sites shall provide website hosting for all websites created for MSP's customers and maintain the security of the website.

(c) MSP shall be responsible for supporting website questions and making changes or updates to their sites with tools that Managed Sites provides to them.

(d) Any significant changes to MSP's customers' websites shall be handled by the Managed Sites support team.

Compensation
(a) Managed Sites shall invoice the MSP monthly for the Managed Sites' Services provided to the partner.

(b) MSP shall invoice its customers for the Managed Sites' Services provided to them and add a margin that they see fit.

Term and Termination
(a) This Agreement shall commence on the date of execution by both parties and shall continue for one year.

(b) Upon termination of this Agreement, MSP shall immediately cease using Managed Sites' Services in the provision of services to its customers. The MSP can decide to receive a backup copy of the website prior to services being discontinued. All design fees must be paid in full before backups are provided.

(c) This Agreement shall be automatically renewed for successive one-year terms, unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the then-current term.

(d) The fees for the Services provided under this Agreement shall automatically renew at the rates in effect at the time of renewal, unless otherwise agreed upon in writing by the parties.

(e) Either party may terminate the automatic renewal by providing written notice at least sixty (60) days prior to the end of the then-current term.

One-time Design Fee and Termination
(a) Managed Sites and MSP agree that the one-time design fee for each website created for MSP's customers will be amortized over the first 12 months of the contract.

(b) In the event that the contract is terminated by either party within the first 12 months, MSP shall pay the remainder of the one-time design fee in a lump sum upon termination.

(c) The one-time design fee shall be calculated as follows: initial design fee, less payments made, equals remaining design fee balance due upon termination.

Confidentiality
(a) The parties acknowledge that they may disclose certain confidential information to each other during the term of this Agreement.

(b) The parties agree to keep all such confidential information confidential and to use such information only for the purposes of performing their obligations under this Agreement.

(c) The obligations of this section shall survive termination of this Agreement.

Liability and Indemnification
(a) Managed Sites shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from a security breach, business disruption, or any subsequent impact to any parties involved.

(b) MSP and associated clients agree to indemnify and hold harmless Managed Sites from any and all claims, damages, expenses, or losses arising out of or in connection with a security breach or business disruption of the website(s) hosted by Managed Sites.

Miscellaneous
(a) This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

(b) This Agreement may not be amended or modified except in writing signed by both parties.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.

(d) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.