Business Hosting Document

BUSINESS HOSTING AGREEMENT

This Business Hosting Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Host operates and maintains hosting infrastructure, technical support and related services required to host business web applications, software and data (the "Services"); and

WHEREAS, Client desires to engage Host to provide the Services under the terms and conditions set forth in this Agreement, and Host agrees to provide such Services to Client; and

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

Scope of Work

Host shall provide hosting services, system administration, monitoring, backups and other services described below. Host will perform the Services in a professional manner and in accordance with industry standards.

Payment Terms

Client shall pay Host the fees set forth below in consideration for the Services. Fees payable under this Agreement are exclusive of taxes, which shall be the responsibility of the Client unless exempt by law.

Late payments shall accrue interest at on the outstanding balance, and Host may suspend Services for nonpayment after providing written notice as set forth in the Term and Termination section below.

Term and Termination

The term of this Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Host shall cease providing Services and Client shall pay all fees accrued through the effective date of termination. Host will provide Client reasonable access to retrieve Client Data for a period of thirty (30) days following termination unless otherwise agreed in writing.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, relating to business operations, customers, data, trade secrets, pricing and technology. The receiving party shall: (a) protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than this clause.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt written notice and cooperates in seeking protective relief.

Data Security and Compliance

Host shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect the confidentiality, integrity and availability of Client Data. Host will notify Client without unreasonable delay upon becoming aware of a security incident affecting Client Data and will cooperate in investigating and remediating such incidents.

Limitation of Liability and Indemnity

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or infringement of third-party intellectual property rights, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. Host's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Host under this Agreement during the preceding twelve (12) months.

Client shall indemnify and hold Host harmless from third-party claims to the extent resulting from Client's content, Client's breach of this Agreement or Client's violation of applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon delivery by hand, confirmed delivery by courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Host may assign to an affiliate or in connection with a sale of substantially all of its assets.

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