Business DR Solution

BUSINESS DR SOLUTION AGREEMENT

This Business DR Solution Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires a resilient business continuity and disaster recovery solution to protect critical systems, data, and operations in the event of a disruption; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and infrastructure to design, implement, test, and support a Business DR Solution consistent with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will deliver the Business DR Solution and related services to Client.

NOTICES AND CONTACTS

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in accordance with the standards of performance and diligence customary in the industry. Services shall include but are not limited to the tasks identified in the Scope of Work field:

SERVICE LEVELS AND TESTING

Service Provider shall maintain service levels described in the Scope of Work. Regular recovery tests, including at least one full failover test per: , shall be scheduled and executed. Test results, deficiencies, and remediation plans shall be documented and provided to Client within days of each test.

PAYMENT TERMS

Client shall pay Provider for the Services as follows:

Invoices are due within days of receipt unless otherwise stated. Overdue amounts shall incur a late fee equal to on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of liability for fees due for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non‑public information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with this Agreement, whether oral, written, or electronic, including but not limited to business plans, technical data, system configurations, security controls, customer data, and recovery procedures. Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; (iii) is rightfully received by Recipient from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives Discloser prompt written notice and cooperates to obtain confidential treatment or a protective order.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain insurance coverages customary for the industry, including commercial general liability and professional liability/errors & omissions insurance. Each party shall indemnify and hold harmless the other from third‑party claims to the extent arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

DATA HANDLING AND PRIVACY

Provider will process and store Client data only as necessary to perform the Services and shall implement administrative, physical, and technical safeguards appropriate to the sensitivity of the data. Provider shall promptly notify Client of any unauthorized access to Client data and shall cooperate in remediation. Ownership of Client data shall remain with Client.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any executed statements of work or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, warranties, and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

SURVIVAL

The provisions of this Agreement that by their nature survive termination or expiration, including but not limited to Confidentiality, Limitation of Liability, Governing Law, and Entire Agreement, shall survive any termination or expiration of this Agreement.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or consolidation. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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