Business Sanctuary Agreement

BUSINESS SANCTUARY AGREEMENT

This Business Sanctuary Agreement ("Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Provider operates and maintains workspace, continuity services, and related business support resources intended to permit eligible businesses to continue material operations during periods of disruption; and

WHEREAS, Client desires to obtain temporary access to Provider's sanctuary facilities and services for the purpose of maintaining business continuity, protecting employees, preserving critical records, and conducting essential operations under the terms set forth herein; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions contained in this Agreement, and the parties intend that this Agreement define their respective rights and obligations.

SCOPE OF WORK

Provider shall make available to Client the sanctuary services described below. Services may include temporary use of physical workspace, secure data storage and backup, communications infrastructure, operational support personnel, and access to designated equipment. Specific deliverables, service levels, and any limits on use are set forth in the description below.

PAYMENT TERMS

Client shall pay Provider for the services described herein in accordance with the schedule and amounts below. All fees are exclusive of applicable taxes unless expressly stated otherwise.

Any undisputed amount not paid within days of its due date shall accrue interest at the rate of per month (or the maximum permitted by law, if lower). Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after delivery of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered prior to termination or for non-cancellable commitments made by Provider in reliance on Client.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement, and shall protect such information with the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Except for liability arising from gross negligence, willful misconduct, fraud, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the amount actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in the same state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written appendices or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing. Delivery by email is permitted but shall be effective only upon confirmation of receipt.

MISCELLANEOUS

Independent Contractor. Provider shall perform its obligations as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Each party shall comply with all applicable laws and regulations in performing its obligations hereunder.

Force Majeure. Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, strikes, acts of government, epidemics, or other force majeure events, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Sign Now