Business Email Storage

BUSINESS EMAIL STORAGE AGREEMENT

This Business Email Storage Agreement (the Agreement) is made as of Effective Date:

WHEREAS

WHEREAS, Client Name: is engaged in business and requires secure archival and transactional storage of business email communications; and

WHEREAS, Service Provider Name: represents that it has the systems, personnel, and expertise to provide email storage services in accordance with the terms of this Agreement.

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

SCOPE OF WORK

The Provider will: ingest, index, store, maintain, and make accessible Client's business email messages and associated metadata (the Services) in accordance with the specifications below and the terms of this Agreement. Services include secure storage, search and retrieval on request, export for eDiscovery, and routine backups.

SERVICE SPECIFICATIONS

PAYMENT TERMS

Client shall pay Provider fees in consideration for the Services as set forth below. All fees are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if such breach remains uncured for the notice period specified above after written notice. Provider may suspend Services for nonpayment after the payment due period and may terminate if nonpayment continues for thirty (30) days following notice. Termination does not relieve Client of liability for fees accrued through the effective date of termination.

CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose it except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information includes nonpublic email content, metadata, credentials, and security configurations. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

DATA SECURITY, ACCESS AND PRIVACY

Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Stored Email against unauthorized access, destruction, use, modification, or disclosure. These safeguards shall include encryption at rest and in transit, role-based access controls, logging of administrative access, and routine security patching. Provider shall notify Client without unreasonable delay upon discovery of a security incident materially affecting Client data and shall cooperate in containment, investigation, and remediation.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid by Client to Provider in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive or special damages. Client shall indemnify, defend and hold Provider harmless from any third-party claims arising from Client's improper use of the Services, violation of law, or infringement resulting from Client-supplied content.

AUDIT RIGHTS AND COMPLIANCE

Provider shall maintain records reasonably necessary to demonstrate compliance with this Agreement. Client may, upon reasonable prior notice and during normal business hours, audit Provider's relevant policies and systems on an annual basis or engage a mutually agreed third-party auditor to do so. Any such audit shall be conducted in a manner that does not unreasonably interfere with Provider operations or breach other clients' confidentiality.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Agreement, together with any exhibits and appendices executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign 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. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

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