Backup File Template

BACKUP FILE TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal address: and Client Name: with principal address: .

Recitals

WHEREAS, the Service Provider maintains systems and processes for creating, storing and managing backup files and related metadata; and

WHEREAS, the Client requires periodic backup of certain electronic files, data sets and associated records in accordance with the Scope of Work described below; and

WHEREAS, the parties desire to set forth in writing their respective responsibilities for backup operations, retention, access and confidentiality.

Scope of Work

The Service Provider shall perform backup services as described below. The backup deliverables include the capture, verification and secure storage of specified data sources, routine integrity checks, and restoration testing as scheduled.

Payment Terms

In consideration for the services provided under this Agreement, Client shall pay Service Provider in accordance with the following terms.

Overdue amounts shall accrue interest at a rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law if lower. Client is responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice No. of Days: days prior to the intended termination date. Upon termination, Client shall pay for all services performed and costs reasonably incurred through the effective date of termination.

Either party may terminate this Agreement immediately for material breach if such breach is not cured within fourteen (14) days after written notice specifying the breach. Material breach includes failure to perform backups as described in the Scope of Work or unauthorized disclosure of Confidential Information.

Confidentiality

Each party shall maintain in strict confidence all Confidential Information disclosed by the other party in connection with this Agreement. "Confidential Information" includes but is not limited to backup files, file indexes, metadata, access credentials, business records and any non-public technical or business information. Confidential Information shall not include information that is (a) in the public domain through no fault of the receiving party; (b) already known to the receiving party at the time of disclosure; or (c) rightfully obtained by the receiving party from a third party without restriction.

The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential obligations survive termination or expiration of this Agreement for a period of Confidentiality Period (months): months.

Both parties acknowledge the confidential nature of backup files and agree that disclosure is permitted only as required by law or with prior written consent of the disclosing party. Acknowledged:

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that backup services will be performed in a professional manner in accordance with generally accepted industry standards. Except for the express warranty set forth herein, services are provided "AS IS" and Service Provider disclaims all other warranties, express or implied.

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Service Provider arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including any attachments or written addenda executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Notices

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