Business COLO Document

Business COLO Document

Parties and Recitals

This Business Colocation Agreement (the "Agreement") is entered into as of by and between Provider Name: and Client Name: .

WHEREAS, Provider operates a data center facility and offers colocation rack space, power, network connectivity and related services; and

WHEREAS, Client desires to colocate certain equipment at Provider's facility under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the placement, operation, and maintenance of Client equipment at the facility.

Facility and Contact Information

Scope of Work

Provider shall provide colocation services for Client equipment as described below. Services include provision of rack space, power provisioning, network cross-connects, physical access per Provider policies, and reasonable on-site assistance. Client shall retain sole responsibility for the contents, operation, configuration, and security of Client equipment.

Payment Terms

Client shall pay Provider for services in accordance with the following schedule and fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Provider may terminate immediately for material breach, failure to pay, or any act that poses a safety or security risk to the facility. Termination shall not relieve Client of payment obligations accrued prior to termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform its obligations under this Agreement, and (iii) not disclose it to any third party except to employees, contractors or affiliates with a need to know who are bound by non-disclosure obligations no less protective than those herein. Confidential obligations shall survive termination for a period of years.

Representations, Warranties and Limitation of Liability

Each party represents that it has the authority to enter this Agreement. Provider warrants that it will provide services in a commercially reasonable manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Insurance and Access

Client shall maintain insurance with limits adequate to cover its equipment and any liabilities arising from its use of the facility. Provider shall have the right to restrict on-site access to authorized personnel. Any third-party access required by Client must be pre-authorized in writing by Provider and is subject to Provider's security policies and applicable charges.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to submit any dispute arising out of or related to this Agreement to binding arbitration in the county where Provider's facility is located, unless the parties mutually agree otherwise in writing.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend, and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights, except to the extent such claims arise from the Indemnitee's negligence or willful misconduct.

Entire Agreement and Amendment

This Agreement, together with any exhibits or accepted orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals and communications. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's business to which this Agreement relates.

Additional Terms and Special Conditions

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