Business Document DRP

BUSINESS DOCUMENT DRP

This Business Document DRP ("Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Client requires a documented disaster recovery plan and related consulting services described herein for the protection and resumption of Client's critical business operations; and

WHEREAS, Provider possesses the skill, experience and personnel necessary to prepare, implement and advise on such disaster recovery procedures and related documentation (the "DRP Services"); and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the DRP Services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the DRP Services described below. Provider will deliver a written disaster recovery plan, procedures for execution, prioritized system inventories, recovery checklists, and training materials where applicable. Provider shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the DRP Services. All payments are non-refundable except as expressly provided in this Agreement.

Provider will submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and reasonable non-cancellable commitments incurred through the effective termination date. Provider shall deliver all completed work and reasonable work-in-progress deliverables to Client and return confidential materials as required herein.

CONFIDENTIALITY

Each Party (the "Recipient") receiving Confidential Information from the other Party (the "Discloser") shall: (a) hold such Confidential Information in strict confidence; (b) use the Confidential Information solely for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

"Confidential Information" means non-public information disclosed in any form that a reasonable person would consider confidential, including but not limited to business processes, system configurations, recovery procedures, and personnel contact lists. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to Recipient prior to disclosure; or (iii) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient acknowledges that breach of this clause may cause irreparable harm and the Discloser shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

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 constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the Parties' original intent to the greatest extent possible.

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