Backup Plan Template

BACKUP PLAN TEMPLATE

Parties and Recitals

This Backup Plan Template (the "Plan") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Provider").

WHEREAS, Client requires a documented and managed backup and recovery regimen to protect critical business data and systems; and

WHEREAS, Provider represents that it has the personnel, experience, and technical capability to design, implement, monitor, and test the backup and recovery measures described in this Plan; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment terms, and other contractual terms governing the backup services to be provided to Client.

Scope of Work

Provider will perform the backup and recovery services described below for Systems Covered:

Provider and Client Responsibilities

Service Levels and Testing

Recovery Time Objective (RTO):     Recovery Point Objective (RPO):

Payment Terms

Unless otherwise agreed in writing, invoices are payable within days of invoice receipt. Late payments accrue the specified late fee and interest to the maximum extent permitted by law.

Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Plan for convenience upon written notice of days to the other party. Provider may suspend services without liability if Client fails to pay undisputed amounts after a ten (10) day cure period following written notice.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach, except breaches of confidentiality or data protection obligations which may be remedied only upon agreement or injunctive relief.

Confidentiality and Data Protection

Definition: "Confidential Information" means non-public information disclosed in connection with this Plan, including data, configurations, backup contents, business information, and security measures. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by law or regulation.

Obligations: Each party will (a) use Confidential Information solely for performance of obligations under this Plan; (b) restrict access to personnel with a need to know; and (c) apply reasonable administrative, technical, and physical safeguards to protect Confidential Information.

Provider shall employ industry-standard encryption at rest and in transit for backup storage and transmission, unless otherwise agreed in writing. Provider will notify Client of any unauthorized access to Client data within seventy-two (72) hours of discovery and cooperate in remediation and necessary notifications.

Indemnification and Limitation of Liability

Indemnification: Each party will indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or breach of confidentiality obligations under this Plan.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, each party's aggregate liability will not exceed the total fees paid by Client to Provider under this Plan in the twelve (12) month period preceding the claim.

Disaster Recovery Procedures

Contacts and Escalation

Governing Law and Entire Agreement

Governing Law: This Plan will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement: This Plan, including any appendices or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral.

Miscellaneous Provisions

Assignability: Neither party may assign this Plan without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Plan shall be in writing and sent to the contact details provided above or to such other address as a party may designate by written notice.

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