Business DR Document

BUSINESS DR DOCUMENT

Parties

Recitals

WHEREAS, Client Name: (the "Client") requires business continuity and disaster recovery planning, systems, or services to reduce operational interruption; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the experience, personnel, and technical resources to provide such Disaster Recovery services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows, effective as of Effective Date:

Scope of Work

Provider shall perform the services described above in a professional and commercially reasonable manner, using personnel with requisite skill and experience. All deliverables shall be subject to Client acceptance testing where applicable and shall comply with the agreed acceptance criteria included in the Scope of Work.

Payment Terms

Total fee for the services: $ . Payment shall be made in accordance with the schedule below and subject to the invoicing and acceptance terms contained herein.

Invoices shall be submitted by Provider in writing and are payable by Client within days of receipt, unless a specific milestone dispute is timely asserted in writing. Late payments shall bear interest at a rate of on the unpaid balance, plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and accepted through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is (i) publicly known through no breach by the Receiving Party, (ii) rightfully received from a third party without restriction, or (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables and work product created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing tools, methodologies, software and general know-how. To the extent any Provider technology is embedded in deliverables, Provider grants Client a limited license necessary to use the deliverables for Client's internal business purposes.

Indemnity and Limitation of Liability

Each party shall indemnify and hold harmless the other against third-party claims arising from its breach of this Agreement, negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or equity in the courts located in the governing jurisdiction.

Entire Agreement; Amendments

This Agreement (including any exhibits, schedules and referenced statements of work) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice. Notice is effective upon receipt when delivered by hand, overnight courier, or electronic delivery with confirmation; otherwise on the date shown on the return receipt.

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