Availability Agreement

AVAILABILITY AGREEMENT

Parties

Recitals

WHEREAS, the Client requires that certain personnel, services, facilities, or other resources be made available to the Client on the terms and schedule set forth in this Agreement; and

WHEREAS, the Provider represents that it has the personnel, capacity, and systems necessary to make such resources available and is willing to reserve and allocate such resources to the Client during the Term of this Agreement in consideration of the fees set forth below; and

WHEREAS, the parties desire to set forth the terms under which the Provider will make the designated resources available to the Client effective as of (the Effective Date).

Scope of Work

The Provider shall allocate and make available the resources described below for Client use in accordance with the terms and performance metrics stated in this Agreement.

Availability and Service Levels

Minimum availability to be reserved for the Client: hours per week. Provider shall maintain sufficient staffing and backup arrangements so that the reserved availability is met in accordance with the schedule in the Scope of Work.

Provider response time for requests made by Client during the Term: within hours for initial acknowledgment and within reasonable time thereafter to begin remediation or allocation of resources.

Payment Terms

In consideration for Provider's availability obligations, Client shall pay Provider the fees set forth below.

Invoices shall be submitted in accordance with the Payment Schedule and are due within days of receipt, unless otherwise agreed in writing. Client shall reimburse Provider for pre‑approved, reasonable out‑of‑pocket expenses incurred in connection with provisioning resources.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the intended termination date. Termination for cause shall be effective immediately upon written notice if the breaching party fails to cure a material breach within thirty (30) days of receipt of written notice specifying the breach.

Upon termination, Provider shall be entitled to payment for all services rendered and resources reserved and any non‑cancelable commitments made in good faith prior to the effective date of termination. Client shall return or destroy Provider confidential information in accordance with the Confidentiality clause.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all non‑public, proprietary, or confidential information disclosed to it by the other party (the Disclosing Party) that is identified as confidential or that by its nature is reasonably understood to be confidential ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

Liability; Insurance; Force Majeure

Each party's liability to the other for any claim arising out of or related to this Agreement shall be limited to direct damages and shall not exceed the fees paid to Provider under this Agreement in the six (6) months prior to the event giving rise to the claim. In no event shall either party be liable for indirect, incidental, special or consequential damages. The parties shall maintain commercially reasonable insurance coverage appropriate to their obligations under this Agreement.

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, network failures, labor disputes, government action, or other force majeure events; provided that the affected party provides prompt written notice to the other party and takes commercially reasonable steps to resume performance.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a change of control to a successor entity that assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely matches the parties' original intent.

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