Business Email Service Agreement

BUSINESS EMAIL SERVICE AGREEMENT

This Business Email Service Agreement ("Agreement") is entered into as of between Client Name: with principal address at , and Service Provider: with principal address at .

WHEREAS

WHEREAS, the Service Provider operates and maintains electronic mail infrastructure and related management services suitable for business communications; and

WHEREAS, the Client desires to receive email hosting, administration, spam filtering, and related support services, and the Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Services include, but are not limited to, mail server hosting, mailbox provisioning, outbound and inbound filtering, system monitoring, routine backups, and administrative support as specified in the Scope of Work. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

2. PAYMENT TERMS

Monthly Quarterly Annually One-time

All fees are non-refundable except as specifically provided in this Agreement. The Client is responsible for all taxes, duties, and similar charges imposed by any jurisdiction in connection with payments.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within the applicable cure period specified in a written notice. Termination does not relieve the Client of the obligation to pay fees accrued through the effective date of termination. Upon termination, the Service Provider will, at the Client's direction and subject to payment of outstanding fees, deliver Client data in standard electronic format.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical or other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is publicly known through no fault of the recipient, lawfully received by the recipient from a third party without restriction, or independently developed by the recipient without use of the disclosing party's Confidential Information.

Each party will: (a) hold the other party's Confidential Information in strict confidence; (b) use it only to perform its obligations under this Agreement; and (c) not disclose it to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this section remain in effect for years following termination or expiration of this Agreement.

5. DATA SECURITY AND PRIVACY

The Service Provider shall maintain administrative, technical, and physical safeguards designed to protect Client data consistent with industry practices. The Service Provider shall promptly notify the Client upon becoming aware of any unauthorized access to Client data and shall reasonably cooperate with the Client in investigation and remediation. Client retains ownership of its data; the Service Provider shall not access or use Client data except as necessary to provide the services or as required by law.

6. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if such party has been advised of the possibility of such damages. The Service Provider's aggregate liability for any claim arising from this Agreement shall not exceed the fees paid by the Client to the Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

The Client shall indemnify and hold the Service Provider harmless from and against any third-party claims arising from the Client's use of the services in violation of law or third-party rights, except to the extent such claims result from the Service Provider's gross negligence or willful misconduct.

7. NOTICES

Notices shall be in writing and delivered by hand, email with read receipt, or certified mail to the addresses above. Notices are effective upon receipt.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and executed amendments, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. GENERAL PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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