Business Email System

BUSINESS EMAIL SYSTEM AGREEMENT

This Business Email System Agreement (the Agreement) is entered into as of (Effective Date) between:

Client Name: ; Address:

Service Provider: ; Address:

RECITALS

WHEREAS, Client requires installation, configuration, migration, and managed operation of an enterprise email system suitable for business use; and

WHEREAS, Service Provider represents that it has the experience, personnel, and technical capability to supply and implement the Business Email System and related services described in this Agreement; and

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

SCOPE OF WORK

Services to be provided (check all that apply):

Migration of existing mailboxes, mail flow, and archives

Hosting and management of mail infrastructure (SaaS or Hosted)

Ongoing administration and monitoring     End-user and administrator training

PAYMENT TERMS

Total Fee: $

Balance due within days of invoice. Invoices not paid when due shall accrue a late fee of % per month (or the maximum lawful rate), calculated monthly on the overdue balance.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, account credentials, migration data, email archives, technical documentation, business processes, and pricing.

Each party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) restrict disclosure to employees, contractors, and agents having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) was known to the receiving party prior to disclosure as evidenced by written records.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence or willful misconduct, or for breaches of confidentiality or of intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, or lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below. Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration conducted in the principal business jurisdiction of the Service Provider, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to its subject matter. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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. Headings are for convenience only and do not affect interpretation.

NOTICES

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