Business Cloud Migration Letter

BUSINESS CLOUD MIGRATION LETTER

Client Name:    Provider Name:

Recitals

WHEREAS, Client seeks to migrate specified business systems, applications, and data to Provider's cloud environment pursuant to the terms set forth in this Letter; and

WHEREAS, Provider represents that it possesses the personnel, technical capabilities, security controls, and professional expertise necessary to perform the migration services in accordance with the scope, schedule, and security requirements described below; and

WHEREAS, the parties desire to set forth their mutual understandings regarding scope, fees, responsibilities, confidentiality, and governing law in this Business Cloud Migration Letter.

Effective Dates and Schedule

Effective Date:    Migration Commencement Date:    Estimated Completion Date:

Scope of Work

Provider shall perform the following migration services for Client. Provider shall coordinate with Client personnel, observe Client change-control procedures, and perform migration tasks with commercially reasonable skill and care:

Typical scope items to be described in the field above include: inventory of systems and data to be migrated; sequencing and cutover plan; pre‑migration testing and validation; rollback procedures; production cutover; post‑migration verification; and documentation and knowledge transfer obligations.

Payment Terms

If any undisputed invoice remains unpaid more than days after the invoice due date, Client shall pay a late fee equal to the greater of:

(a) percent per month on the outstanding balance; or (b) a flat fee of .

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Letter for material breach if the breaching party fails to cure the breach within days after written notice. Additionally, either party may terminate for convenience upon providing days prior written notice. Upon termination, Provider shall deliver to Client any work in progress and take commercially reasonable steps to transition services in accordance with an agreed transition plan.

Confidentiality

For purposes of this Letter, "Confidential Information" means non-public business, technical, customer, and personal data disclosed by a disclosing party to the receiving party in connection with the services. The receiving party shall: (i) use Confidential Information solely to perform obligations under this Letter; (ii) restrict disclosure to employees and contractors with a need to know and subject to equivalent confidentiality obligations; and (iii) implement and maintain reasonable administrative, technical and physical safeguards to protect Confidential Information against unauthorized access, use, or disclosure. Confidentiality obligations shall survive termination for years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Letter; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Data Protection and Security

Provider shall maintain security controls appropriate to the sensitivity of the data and consistent with industry standards, including encryption at rest and in transit for Client data, regular backups of migrated data, logging and monitoring of administrative access, and prompt notification of any security incident affecting Client data. Provider shall cooperate with Client's reasonable requests for evidence of compliance and shall assist with forensic analysis in the event of an incident.

Liability and Indemnification

Each party's aggregate liability arising out of or related to this Letter shall be limited to direct damages up to the amount actually paid by Client to Provider under this Letter during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Provider shall indemnify and hold Client harmless from third‑party claims arising from Provider's gross negligence or willful misconduct in performing the migration services.

Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement; Amendments

This Letter, together with any statement of work or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Letter shall be effective only if in writing and signed by authorized representatives of both parties.

Notices and Contacts

Acceptance

By signing below, each party warrants that it has the authority to enter into this Letter, accepts the scope, schedule, and terms set forth herein, and agrees to perform its respective obligations in good faith.

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