Business Document Azure RI Document

BUSINESS DOCUMENT - AZURE RI AGREEMENT

Effective Date:

Parties

WHEREAS

WHEREAS, Client desires to procure, reserve, and optimize cloud compute capacity in the Microsoft Azure Reserved Instances program to reduce projected cloud spend and secure capacity commitments; and

WHEREAS, Provider has specialized experience and authorization to purchase, manage, reallocate, and advise on Azure Reserved Instances on behalf of clients and will provide services as set forth in this Agreement.

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

Scope of Work

Provider will perform the following services with respect to Client's Azure Reserved Instances (collectively, the "Services"):

Provider will act as an agent or advisor for Client in connection with the purchase, exchange, consolidation, or reallocation of Reserved Instances; Provider will not unilaterally bind the Client to any purchase without express written instruction or executed purchase authorization from Client.

Payment Terms

Total Compensation: Client shall pay Provider the fees and costs as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on the invoice, Client shall pay each undisputed invoice within days of receipt.

Late Fee: Any undisputed amount not paid when due shall bear interest at the lesser of per month or the maximum rate permitted by law, calculated daily from the due date until paid.

Taxes: All fees are exclusive of taxes, duties, and assessments. Client is responsible for any taxes associated with this Agreement, excluding taxes based on Provider's net income.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Termination shall not relieve Client of the obligation to pay accrued fees or amounts for Reserved Instance purchases made on Client's behalf prior to termination. Provider will deliver final reconciliation and outstanding deliverables within a reasonable period following termination.

Confidentiality

Each party (the "Recipient") shall maintain the confidentiality of Confidential Information disclosed by the other party (the "Discloser"). "Confidential Information" means non-public business, technical and financial information, including pricing, forecasting, Reserved Instance configurations, and migration plans. Confidential Information excludes information that: (a) is rightfully known by Recipient prior to disclosure; (b) is or becomes publicly known through no breach; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully obtained without obligation of confidentiality from a third party.

Recipient shall restrict disclosure of Confidential Information to employees, contractors, and advisors with a need to know, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement. The obligations in this Section survive termination for a period of years.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising out of this Agreement.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Client shall indemnify and hold Provider harmless from and against third-party claims, liabilities, losses, and expenses arising from Client's use of Reserved Instances or from Client data and applications, except to the extent caused by Provider's gross negligence or willful misconduct. Provider shall indemnify Client for Provider's negligent acts or omissions in performing the Services.

Entire Agreement

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice:

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under 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 its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties for any purpose.

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