Business Azure Document

BUSINESS AZURE DOCUMENT

This Business Azure Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires cloud infrastructure, platform, and related managed services for business applications and operations to be hosted on Microsoft Azure or equivalent cloud environments (the "Services"); and

WHEREAS, Service Provider has the expertise, personnel, and account arrangements to provision, configure, secure, monitor, and manage Azure resources on behalf of Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations concerning the procurement, operation, and maintenance of the Services pursuant to this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide cloud architecture, provisioning, configuration, security hardening, monitoring, backup, and ongoing managed services for Client's applications and data hosted on Azure (collectively, the "Services"). Specific deliverables, acceptance criteria, and milestones are described below or in an attached Statement of Work incorporated into this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms:

All fees are exclusive of applicable taxes. Client is responsible for any consumption charges billed by the cloud provider unless otherwise specified in the payment schedule. Service Provider will submit invoices in accordance with the payment schedule and Client shall remit payment within the number of days specified in the payment schedule.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay amounts accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") will keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical, operational, and financial information, but 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 known to the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DATA

Ownership: Client retains all right, title and interest in Client Data and pre-existing Client intellectual property. Service Provider retains ownership of its pre-existing tools, templates, methodologies, and intellectual property. Any new intellectual property created solely for Client pursuant to the scope will be owned by Client upon full payment, except for Provider Background Technology.

Data Protection: Service Provider shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of Client Data, and shall not access, use or disclose Client Data except as necessary to perform the Services or as required by law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement will be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party will be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to choice-of-law principles. The parties will attempt in good faith to resolve disputes amicably prior to commencing litigation.

ENTIRE AGREEMENT

This Agreement, together with any attached Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in connection with a merger or sale of all or substantially all assets.

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