Business CDN Template

BUSINESS CDN AGREEMENT

This Business CDN Agreement (the "Agreement") is made and entered into as of Effective Date: by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client is engaged in the business of distributing and managing digital content and desires to retain Service Provider to provide specialized CDN-related services and technical support as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described herein and is willing to provide such services under the terms and conditions of this Agreement; and

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

Scope of Work

Payment Terms

Client shall pay Service Provider the fees described below in consideration for performance of the services. All fees are due in United States dollars unless otherwise agreed in writing.

Term and Termination

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

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (a) generally known to the public through no fault of the Receiving Party; (b) in the Receiving Party's possession prior to disclosure; (c) rightfully received by the Receiving Party from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict disclosure to employees and contractors on a need-to-know basis, and shall employ reasonable technical and administrative safeguards to protect such Confidential Information.

Intellectual Property

Unless otherwise agreed in a written schedule, Service Provider retains ownership of pre-existing tools, software, and materials. Client shall own deliverables specifically created for Client pursuant to this Agreement upon full payment, provided that Service Provider grants Client a perpetual, non-exclusive, worldwide license to any underlying Service Provider technology incorporated in such deliverables to the extent necessary for Client's use.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against claims, damages, liabilities and expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense thereof.

Governing Law

This Agreement 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; Amendments

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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