Business Backup Service Agreement

Business Backup Service Agreement

This Business Backup Service Agreement (Agreement) is entered into as of by and between:

Recitals

WHEREAS, Service Provider operates a data backup and recovery service and possesses the technical ability and infrastructure to perform secure backup, storage and restoration of Client data; and

WHEREAS, Client desires to retain Service Provider to perform backup services for certain business data under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

"Backup Data" means the electronic data provided by Client and identified in the Scope of Work that Service Provider will copy, store and maintain. "Restore" means the process of returning Backup Data to a usable form following loss or corruption. "Confidential Information" means nonpublic business information disclosed by either party and described in Section 6.

2. Scope of Work

Service Provider will perform backup and recovery services for Client as described below. The parties may add or modify systems and datasets by written change order signed by both parties.

Backup type: On‑premises Cloud Hybrid

Backup frequency:   Retention period:

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

3. Service Levels and Security

Service Provider will maintain commercially reasonable administrative, physical and technical safeguards to protect Backup Data. Backups will be encrypted in transit and at rest using industry standard encryption. Service Provider will perform scheduled backups in accordance with the Backup Frequency and notify Client of any failed backup attempts within 24 hours.

Planned maintenance windows will be communicated at least 48 hours in advance. Service Provider will use commercially reasonable efforts to provide a minimum monthly availability of 99% excluding scheduled maintenance and events outside Service Provider’s control.

4. Payment Terms

Client shall pay Service Provider the fees set forth below. All fees are due net thirty (30) days from invoice unless otherwise specified. Overdue amounts shall accrue interest as set forth below.

Late fee: Client agrees to pay a late fee equal to on unpaid balances or the maximum permitted by law, whichever is less.

Payment method:

5. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may immediately terminate for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of obligation to pay for services rendered through the effective termination date.

6. Confidentiality

Each party shall hold the other's Confidential Information in strict confidence, use it only for performance under this Agreement, and not disclose it to third parties except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information includes Backup Data and any nonpublic operational or business information. These obligations shall survive termination for three (3) years, except for Backup Data where survival continues until returned or destroyed.

7. Data Ownership; Return or Destruction

Client retains all right, title and interest in and to its Backup Data. Upon termination, Service Provider will, at Client's direction, either return Backup Data to Client in a readable format or securely destroy all copies within thirty (30) days, subject to applicable law and reasonable charges for data export.

8. Limitation of Liability and Indemnity

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall indemnify, defend and hold Service Provider harmless from third-party claims arising from Client's content, intentional misconduct, or failure to follow Service Provider's reasonable instructions.

9. Disaster Recovery and Restores

Service Provider will commence Restore activities in accordance with agreed RTO and RPO subject to Client cooperation. Restores requested outside of normal business hours may incur additional fees as set forth in the Payment Terms.

10. Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a sale of substantially all assets.

Notices: Notices must be in writing and delivered to the addresses set forth above or as later updated in writing.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

12. Entire Agreement

This Agreement, including any statements of work and change orders signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral.

13. Signatures

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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