Business Backups Proposal

Business Backups Proposal

Parties and Recitals

This Business Backups Proposal (the Proposal) is entered into by the following parties as of the Proposal Date.

Provider Name:

Provider Address:

Client Name:

Client Address:

Proposal Date:

WHEREAS, Provider is engaged in the business of supplying managed data backup, replication, and recovery services, and possesses technical skills and resources necessary to perform business backup services for organizations; and

WHEREAS, Client desires to retain Provider to implement, maintain, and support a backup and recovery solution for Client's business systems, and Provider is willing to provide such services in accordance with the terms and conditions set forth in this Proposal and any resulting Master Services Agreement executed by the parties; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Payment Terms

Total Proposal Price: $ (USD)

Initial Deposit: $ payable upon acceptance. Remaining balance payable according to the schedule below.

Invoices are due within days of invoice date. Late payments will incur interest at % per month, and a one-time administrative late fee of $.

Term and Termination

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated in accordance with this Proposal.

Either party may terminate for convenience upon days' prior written notice. Provider may suspend services if Client fails to pay undisputed invoices within days after written notice of nonpayment.

Confidentiality

Each party shall protect the other's Confidential Information and shall not disclose such information to third parties except as required by law or as necessary to perform the services. Confidential Information shall include non-public technical, financial, operational, and business information. The obligations in this section shall survive termination of this Proposal for years.

Data Ownership, Access and Retention

Client retains all right, title, and interest in its data. Provider will maintain backups and, subject to payment and access controls, will provide restore services in accordance with agreed recovery point objectives (RPO) and recovery time objectives (RTO) set forth in the Scope of Work. Provider shall maintain reasonable administrative, technical, and physical safeguards for data security.

Limitation of Liability

Except for willful misconduct or gross negligence, Provider's total aggregate liability arising out of or relating to this Proposal shall not exceed the fees paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Proposal, together with any executed statements of work or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree to the terms of this Proposal and authorize Provider to commence the services described herein in accordance with the Scope of Work and Payment Terms.

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