Business Document Azure Files Document

Business Document Azure Files Document

This Business Document Azure Files Document (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing managed cloud file storage and related services, including provisioning and administering Azure Files storage and associated operational support; and

WHEREAS, Client desires to engage Service Provider to provide storage, access, maintenance and related services for Client Data in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend to define the scope, fees, confidentiality, security and termination rights in a written agreement that governs the hosting and management of Client Data on Azure Files.

Parties and Contacts

Scope of Work

Service Provider shall provide the following services with respect to Client Data stored on Azure Files. Services shall include configuration, provisioning, access control, backup scheduling, monitoring, and support as set forth below. The parties acknowledge that any change to this scope must be made in writing and signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees for the services described in this Agreement in accordance with the following terms.

Invoices will be issued in advance/arrears as selected by Service Provider. Payment is due within days of invoice date.

Wire transfer Check ACH

Any undisputed amount not paid when due shall accrue a late fee equal to % per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider will, at Client's election and subject to reasonable fees for data export, either return Client Data to Client in a commonly used format or securely destroy Client Data and provide written certification of destruction, unless retention is required by applicable law.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, visually or in writing, that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Client Data, business plans, pricing and technical information. Confidential Information does not include information that (a) is or becomes publicly known through no wrongful act of the receiving party, (b) is rightfully received from a third party without breach of any obligation of confidentiality, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party where legally permitted and limits disclosure to the extent required.

The receiving party shall protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. The confidentiality obligations shall survive termination for a period of three (3) years, except that obligations with respect to Client Data and trade secrets shall survive indefinitely to the extent permitted by law.

Data Security and Data Breach

Service Provider will implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data hosted on Azure Files from unauthorized access, disclosure, loss or destruction. Such safeguards will include access controls, encryption at rest and in transit where supported, logging, and regular vulnerability management consistent with industry practices.

In the event of a confirmed security incident or unauthorized access materially affecting Client Data, Service Provider shall notify Client without undue delay and, in any event, within seventy-two (72) hours of discovery (to the extent technically and legally feasible), provide details of the incident, steps taken to remediate, and recommended mitigations. Service Provider shall cooperate with Client in any investigation and regulatory reporting obligations.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or breaches of confidentiality and data protection obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. The total aggregate liability of Service Provider for any claim arising out of this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 law principles.

Entire Agreement

This Agreement, including any exhibits or written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals 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 under this Agreement shall be sent to the Primary Contacts identified above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership or agency relationship.

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