<Insert Partner Logo>

Letter of Agreement

Customer: / <Client-full name
Service Location: / <Address>
Date: / <Date>
Title: / <Insert Client Project> Suggested Title: Mailbox Management
Project ID: / <Insert Project ID>

<Insert Service Offering Name> – A Simple and Affordable Mailbox Management Service.

A comprehensive service offering that will manage and report on the various aspects of your Office 365 Environment. This offering will focus on task management, security and reporting services.

Daily Tasks:

<Insert Partner Name>willperformwith the most common daily tasks within mailbox management, such as:

  1. Modifying Passwords.
  2. Modifying Folder Permissions.
  3. Mailbox Forwarding.
  4. Creating Single and Shared Mailboxes.
  5. Etc…

** Please Note: We recommend pricing in blocks of 10 actions, but it is up to the Channel Partner to determine their Mailbox Management Pricing Schedule**

Weekly Tasks:

<Insert Partner Name> will perform the following tasks on a weekly basis:

  1. Review and Report on Top Mailbox Growth by Size.
  2. Review and Report on Office 365 Audit Logs.
  3. Review and Report on Mobile Security- This includes checking for new devices that are being added to mailboxes, comparing them from previous weeks; and verifying that the user did indeed add a new device, and not incurring a potential risk of theft or fraud.
  4. Review and Report on Shared Mailbox Growth- Considering that shared mailboxes only have a 5GB limit, we will proactively monitor your mailbox growth; and we will clean up whatever necessary to ensure that all emails are properly sent and received within that mailbox or implement the appropriate archiving solution
  5. Review and Report on the exact location of the servers and your applicable mailboxes within the Microsoft datacenters

Monthly Tasks:

<Insert Partner Name> willperform the following tasks on a monthly basis:

  1. Review and Report the lists of all users last login date.We are checking for people who may no longer be employed with the company, thus eliminating the need for that mailbox and its associated cost from Microsoft. Or if there is limited use, we will recommend moving the end user to a less expensive Office 365 SKU, potentially reducing their overall O365 costs.
  2. Review and Report who in the company is forwarding their mailboxes to external mailboxes, such as sending their email to their home email account (Gmail/Yahoo/ Hotmail, etc.)
  3. Review and Report on password strength and the passwords that are set to expire on a monthly basis, ensuring your mailboxes are safe and secure.
  4. Review and Report onmailbox permissions, including who has Send As privileges in your organization. At that point, you can confirm with the end user that they allowed these people to have the ability to send email as them.
  5. Review and Report on who has Full Mailbox access privileges. At that point, you can confirm with the applicable end user if they do want those additional users to have full access to their mail and calendar.

Quarterly Tasks:

<Insert Partner Name>will perform the following tasks on a quarterly basis

  1. Review and Report all email groups to ensure they have active members, as well as review which groups have people in them that are no longer employed, or contractors that are no longer involved, which groups aren’t being utilized, etc.
  2. Review and Report the Edit Permissions list.
  3. Review and Report Non Password changes in 90 days.

Project Annotations

Please insert any additional information as necessary for the specific Client or Project.

Professional Service Fees

<Client-full nameagrees to pay Partner for the following professional services identified in this LOA, at the rate(s) indicated below: (Suggested pricing model.)

Base Price Per Month
Up to ____ Actions / <Insert Amount>
Tiered pricing Over ___ Action
From / To / Price
____ / _____ / <Insert Amount>
____ / _____ / <Insert Amount>
____ / _____ / <Insert Amount>
____ / _____ / <Insert Amount>
Over 1,000 / <Insert Amount>

Service Fees will be invoiced no less than monthly, nor more than weekly, based on the work completed until the service engagement is complete. Invoices are payable upon receipt.

<Client-full> shall be solely responsible for any sales or use taxes related to its purchase of the services.

The above information is a description of the service your organization will receive. Partner must approve any changes or adjustments that need to be made to this agreement. Changes may result in an adjustment in the overall cost of this service engagement. Partner agrees to provide the service described in this LOA provided<Client-full>accepts this Letter of Agreement, without modification, by signing the space below within 90 days of the date of this agreement.

Each of us agrees that the complete agreement between us about this transaction consists of this Letter of Agreement.

Agreed to: / Agreed to:
<Client-full> / Partner
By:______
Authorized by Signature Date / By:______
Authorized by Signature Date
Authorized Name
(Print)______/ Authorized Name
(Print)______
<Address> / <Address>

Terms and Conditions

  1. Relationship of the Parties

a)It is expressly agreed that the relationship between Champion and Client is that of independent contractor, and neither party nor any of its employees, agents or representatives shall be considered a joint venture, partner, agent, representative or other relationship of the other for any purpose expressly or by implication.

b)In as much as Champion and Client are contractors independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. Each agrees not to represent itself as the other’s agent for any purpose to any party unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose(s) stated in such authorization.

  1. Non-solicitation

a)During the term of this Agreement and for a period of one (1) year after the termination of this Agreement for any reason, neither Client, nor any of its subsidiaries or affiliates, shall directly or indirectly, personally or on behalf of others, except with the prior written consent of Champion, solicit, attempt to hire or hire any employee or contractor employed or retained then or within the preceding twelve (12) months by Champion if such person was involved directly or indirectly in the performance of this Agreement.

b)Client agrees that any breach or threatened breach of the previous paragraph hereof cannot be remedied solely by money damages, and that in addition to any other remedy Champion may have, Champion shall be entitled to injunctive relief against Client. Nothing herein, however, shall be construed as limiting Champion’s right to pursue any other available remedy at law or in equity, including recovery of damages and termination of this Agreement.

c)The provisions of this Non-solicitation Section shall survive the termination of this Agreement.

  1. Data and Proprietary Rights

a)"Confidential Information" means any information designated by Client in writing to Champion as confidential under this Agreement. Champion will not use Confidential Information for any purpose other than performing Services under this Agreement. Champion will not publish or reveal any Confidential Information to anyone except those persons authorized by Client. This requirement shall not apply to such data that is either 1) previously known to Champion, 2) in the public domain, 3) received by Champion from a third party with a legal or contractual right to disclose such data, or 4) independently developed by Champion.

b)“Work Product" means documents and other tangible materials that may contain Confidential Information, including designs, documentation, flow charts, memoranda, notes, reports, records, computer programs or instructional materials, produced by Champion for Client and accepted by Client as a direct result of this Agreement. All Work Product will belong to Client upon receipt by Champion of payment in full for all Services in connection with the delivery of the Work Product. Client hereby acknowledges and agrees that in connection with the delivery by Champion of the Work Product, Champion may deliver certain Champion owned proprietary programs, or parts thereof, and ideas, concepts, know-how or techniques employed by Champion in rendering Services for which Champion shall retain all ownership rights. Champion will also retain all ownership rights to any modifications of or enhancements to such Champion owned proprietary programs delivered with the Work Product. Champion hereby grants Client a perpetual, irrevocable license to use such proprietary information or material in conjunction with the Work Product.

c)Notwithstanding anything to the contrary herein, Champion and its personnel shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of Client and without any unauthorized use or disclosure of Work Product.

d)Except as set forth above, all other materials, data, specifications, tapes and programs utilized or developed by Champion under this Agreement shall remain the sole property of Champion.

e)The provisions of this Data and Proprietary Rights Section shall survive the termination of this Agreement.

  1. Limitation of Liability

a)Notwithstanding anything to the contrary in this agreement, neither Champion nor any representative, agent or subcontractor of Champion shall be liable in any action whatsoever in connection with this Agreement for any amount in excess of the amount actually paid by Client to Champion hereunder (whether or not Client or Champion has been advised of the possibility of other damages), and such liability shall be fully discharged by a reimbursement to Client of any payments received by Champion hereunder.

b)In the event of a default of Champion beyond any cure period, Client shall have the right, subject to the limitations set forth in this Section 4, to direct damages up to an amount no greater than the amount actually paid by Client to Champion hereunder, but Client shall not have the right of specific performance or other equitable remedies.

c)IN NO EVENT SHALL CHAMPION OR ANY OF CHAMPION’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, OR INTEREST THEREON, IN CONNECTION WITH THIS AGREEMENT, EVEN IF CLIENT OR CHAMPION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULL EXTENT THOSE DAMAGES CAN BE DISCLAIMED UNDER THE LAW. THIS LIMITATION OF LIABILITY IS EXPRESSLY INTENDED TO APPLY TO ALL TYPES OF DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF BUSINESS INFORMATION (INCLUDING LOSS OR REPLACEMENT OF ANY DATA, MEMORY OR INFORMATION WHICH IS ALTERED OR DAMAGED), BUSINESS INTERRUPTION (WHETHER RESULTING FROM FAILURES OR DELAYS IN PERFORMANCE), ANY COMMERCIAL LOSS, CHAMPION’S (OR ITS AGENTS’ OR ITS SUBCONTRACTORS’) NEGLIGENCE, OR OTHERWISE.

  1. Miscellaneous

a)CLIENT WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER.

b)Champion shall not be in breach of its obligations hereunder for any delay in performance or non-performance, in whole or in part, for any reason whatsoever including, without limitation, when caused by strikes, riot, war, fire, flood, storm, explosion, accident, acts of terrorism or other force majeure.

c)In the event of default by Client, Champion shall have the right to exercise all rights and remedies available to it by applicable law and pursuant to this Agreement. All of Champion’s rights under applicable law and hereunder are cumulative and include all available remedies (and none are exercised to the exclusion of the others) and include recovery of all direct damages and interest thereon to the full extent permitted by law; provided however Client will not be liable to Champion for incidental or consequential damages. In the event Champion must retain the services of an attorney or other consultant to effect the collection of any monies owed and the enforcement of Champion’s rights hereunder, then Client agrees to pay all fees and costs incurred including, without limitation, reasonable attorneys’ fees whether suit be brought or not.

d)Client’s signatory to this Agreement warrants that he/she is a duly authorized corporate officer, partner or proprietor of the Client, with all necessary authorization to execute this Agreement.

e)Client acknowledges that no installation, training, or education is contracted for or purchased under the terms of this Agreement, unless specifically agreed in writing.

f)Client is solely responsible for the actual content of any data file, selection, and implementation of controls on its access and use, as well as security of the store data.

g)Client will identify and make the interpretation of any applicable federal, state, and local laws, regulations, and statutes and ensure that deliverables of the project meet those requirements.

h)Client is responsible for promptly obtaining and providing to us all Required Consents necessary for us to provide the Services described in this Statement of Work. A Required Consent means any consents or approvals required to give us or our subcontractors the right or license to access, use, and/or modify (including creating derivative works) the hardware, software, firmware, and other products, to enable us and our subcontractors to perform the Service set forth in this Statement of Work without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products.

i)Client will indemnify, defend, and hold us, our affiliates, and subcontractors, harmless from and against any and all claims, losses, liabilities and damages (including reasonable attorneys’ fees and costs) arising from or in connection with any claims (including patent and copyright infringement) made against us, alleged to have occurred as a result of Client’s failure to provide any Required Consents.

j)We will be relieved of the performance of any obligations that may be affected by Client’s failure to promptly provide any Required Consents to us.

k)All matters relating to the agreement shall be governed by the laws of the State of Florida, without regard to Florida’s choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this agreement shall be in the courts located in Palm Beach County, Florida, and the parties hereby agree and consent to the same.

l)This Statement of Work is a preliminary document until a formal systems assurance has been completed and agreed to by both parties. Until the Solution Assurance Review is completed, compatibility of all installed hardware, software and application modules have not been finalized.

m)It is the sole responsibility of Client to insure that all critical and necessary data of Client is protected, backed-up and verified, considering that installations, testing, and verification of application environments and hardware can impact the Client’s environment. This backup/restore should be made and verified prior to the arrival of the Champion implementation team.

n)Either party may terminate this Agreement at any time on thirty (30) days written notice. If either party shall have breached a monetary obligation under this agreement, the agreement may be terminated on five (5) days notice and opportunity to cure the monetary breach within such notice period. If either party shall have breached a non-monetary obligation under this agreement, the agreement may be terminated if the defaulting party has not commenced the cure within five (5) days of receiving notice of the breach and does not thereafter diligently proceed to complete the cure within a reasonable period of time. If this Agreement is terminated before the completion of the Term, 1) if Services have been rendered without payment, Client shall within thirty days of the termination pay Champion on a pro-rata hourly basis for all Services completed through the date of termination and accepted by Client, and 2) if payment has been made in excess of Services completed, Champion shall within thirty days of termination refund to Client any amounts not earned on a pro-rata hourly basis or any amounts not earned through the date of termination.

o)The software and hardware purchased by Client is solely warranted by the manufacturer’s product warranty. Champion makes no warranty, express or implied, and all other warranties, including without limitation the warranties of merchantability and of fitness for a particular purpose are hereby disclaimed. Champion does not warrant that the program(s) or services performed will meet Client’s requirements or that the operation of the program will be uninterrupted or error free. The Client is solely responsible for the selection of the program(s) to achieve its intended results and for the results actually obtained.

p)This Agreement represents the entire understanding of the parties regarding the Services and supersedes any previous documents, correspondence, conversations, or other oral or written understanding related to this Agreement. It may not be assigned, waived or modified by the parties except in writing signed by authorized representatives of both parties, nor shall the conduct or actions of any party be deemed a modification or waiver. A modification or waiver of a part of this Agreement shall not constitute a waiver or modification of any other portion of the Agreement. Nothing in this Agreement shall create any enforceable rights in any person not a party hereto.