Business Hosted Contract

BUSINESS HOSTED CONTRACT

This Business Hosted Contract (the Agreement) is entered into as of by and between Hosting Provider: and Client Name: (each a Party and together the Parties).

WHEREAS

WHEREAS, Provider operates and maintains hosted computing infrastructure, software environments and associated services for business customers and offers hosting, maintenance and support services to commercial clients; and

WHEREAS, Client desires to engage Provider to host Client's applications and data on Provider's infrastructure, subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

SCOPE OF WORK

Provider will deliver the hosted environment, routine maintenance, monitoring, and technical support as described above. Provider will use commercially reasonable efforts to maintain the environment in accordance with the service levels set forth in this Agreement and any applicable schedules.

PAYMENT TERMS

Payments are due within days of invoice. All fees are exclusive of taxes. If any payment is not received by Provider when due, Provider may charge a late fee of of the overdue amount per month, and may suspend services after thirty (30) days' notice for nonpayment.

TERM AND TERMINATION

The term of this Agreement begins on and continues until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one Party to the other, whether oral, written or electronic, 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. Each Party agrees: (a) to hold the other's Confidential Information in strict confidence; (b) not to disclose such Confidential Information to any third party except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those hereunder; and (c) to use the Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving Party; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Obligations of confidentiality survive termination for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets.

DATA SECURITY AND PRIVACY

Provider shall implement reasonable administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, disclosure, loss or destruction. Provider shall promptly notify Client upon becoming aware of any unauthorized access to Client Data and shall cooperate with Client in investigating and remediating any security incident.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct or gross negligence, each Party's aggregate liability under this Agreement, whether in contract, tort or otherwise, shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, special or punitive damages.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, or by email with confirmation, and shall be effective upon receipt.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior communications and proposals. No amendment or modification shall be effective unless in writing and signed by both Parties.

SURVIVAL

Any provision of this Agreement that by its nature should survive termination or expiration will survive, including but not limited to confidentiality, payment obligations, limitation of liability and governing law.

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