Backup Document Template

BACKUP DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is made as of Effective Date: between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing electronic data backup, secure storage, and related services and possesses the technical skill and resources to provide such services to the Client;

WHEREAS, Client desires to retain Service Provider to perform backup and related services under the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services in accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

1. SCOPE OF WORK

Backup Frequency:  |  Retention Period:  |  Storage Location Description:

2. PAYMENT TERMS

Late Payment Fee: Interest shall accrue on any overdue amount at the lesser of (a) per month, or (b) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs.

3. TERM AND TERMINATION

Term Commencement Date:  |  Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach.

Upon termination, Service Provider shall provide Client with an export of Client's backed-up data in a commonly used format within days, and Client shall pay all fees accrued through the effective date of termination plus any reasonable costs of data export and final delivery.

4. CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party ("Discloser") except as permitted by this Agreement. "Confidential Information" includes all non-public technical, business, financial and client data, including backed-up Content, security measures, and system configurations.

The Recipient may disclose Confidential Information only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is (a) already known to Recipient without restriction, (b) publicly known through no fault of Recipient, (c) rightfully received from a third party without breach, or (d) independently developed.

The obligations under this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. DATA SECURITY; BREACH NOTIFICATION

Service Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect the confidentiality, integrity and availability of Client Data, including encryption at rest and in transit where appropriate. Service Provider shall follow its documented backup and restoration procedures and shall perform periodic verification of backup integrity.

In the event of an unauthorized access, use or disclosure of Client Data that is reasonably likely to cause harm to Client ("Security Incident"), Service Provider shall notify Client without undue delay and, where feasible, within 72 hours after discovery. Service Provider will cooperate with Client in investigating the Security Incident and will take reasonable steps to mitigate its effects.

6. WARRANTIES AND LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to the amount of fees actually paid by Client to Service Provider in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

7. GOVERNING LAW AND DISPUTE RESOLUTION

The parties agree that any dispute arising out of or relating to this Agreement shall be resolved under the substantive law of the jurisdiction specified above, without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes through good-faith negotiations for a period of thirty (30) days prior to initiating formal proceedings.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement without the other party's prior written consent, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets, provided the successor assumes Service Provider's obligations hereunder.

Notices shall be in writing and delivered to the addresses each party provides. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.

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