Business Continuity CC Backup

BUSINESS CONTINUITY CC BACKUP AGREEMENT

Client Name:   Service Provider Name:

RECITALS

WHEREAS, Client operates business systems and services that rely on certain Critical Components (referred to herein as "CC") necessary to maintain business operations; and

WHEREAS, Service Provider possesses the technical capability to provide backup, storage, and recovery services for Client's data and CC in order to minimize disruption to Client's business operations; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Backup Location(s):

BACKUP SPECIFICATIONS

Backup Frequency (check all that apply): Daily Hourly Weekly Continuous / Continuous Data Protection

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

Encryption at Rest and in Transit: Enabled   Encryption Standard:

Storage Media and Redundancy:

SERVICE LEVELS, TESTING AND ACCEPTANCE

Scheduled Recovery Testing Frequency:   Test Notice Period:

Service Level Agreement (SLA): Service Provider warrants that backup jobs will complete successfully in accordance with the agreed schedule at least of the time. Failures demonstrated in testing or production shall be documented and remediated according to the incident response plan.

PAYMENT TERMS

Invoices Payable Within:   Late Fee:

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

Upon termination or expiration, Service Provider shall, at Client's election, securely return or securely destroy Client data within days and provide written certification of destruction where destruction is elected.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to proprietary and confidential information of the other party ("Confidential Information"). Confidential Information includes, without limitation, business processes, data, software, backup contents, encryption keys, and any other information designated as confidential or that by its nature would reasonably be considered confidential.

Receiving party shall (a) use the Confidential Information solely for performance under this Agreement, (b) not disclose Confidential Information except to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) implement and maintain appropriate technical and organizational measures to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction.

The obligations under this section shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

DATA OWNERSHIP; PRIVACY; SECURITY

Client retains sole ownership of all data and intellectual property hosted or backed up under this Agreement. Service Provider shall process and store Client data only for the purposes of performing the services and in accordance with Client's documented instructions, applicable data protection laws, and reasonable industry standards.

Service Provider shall promptly notify Client of any unauthorized access, disclosure, or loss affecting Client data and shall cooperate with Client in any required notifications, remediation, and forensic investigations.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special, punitive or indirect damages, including loss of profits, except as expressly provided herein.

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 rules. Exclusive venue for disputes shall be the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral and written agreements, proposals, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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