Business Server Agreement

Business Server Agreement

Parties

Recitals

WHEREAS, Client operates a business requiring dedicated server hosting, maintenance, and data management services; and

WHEREAS, Service Provider has represented that it possesses the technical capacity, personnel, and infrastructure necessary to provide server hosting, administration, backup, monitoring, and related services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services described in this Agreement.

Scope of Work

Service Provider shall provide to Client the server services, maintenance, and support described below. Services include but are not limited to server provisioning, operating system and security updates, intrusion monitoring, backup management, and on-call support as set forth in this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services. All fees are payable in U.S. dollars and are exclusive of applicable taxes, which are Client's responsibility unless exempt by law.

If any undisputed invoice is not paid within days of the invoice date, Client shall pay a late fee of per month on the overdue balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on (the "Effective Date") and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees accrued prior to termination, and Service Provider shall deliver to Client all Client data in a reasonable export format within thirty (30) days following termination upon payment of outstanding fees for services rendered through the termination date.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information only for the purposes of performing obligations under this Agreement, (ii) restrict disclosure to those employees, contractors, or agents having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) employ reasonable administrative, physical, and technical safeguards to protect such Confidential Information. Confidential Information does not include information that: is or becomes publicly available without breach; was lawfully in the receiving party's possession prior to disclosure; is received from a third party without breach of any confidentiality obligation; or is independently developed without use of Confidential Information.

Data Security and Backups

Service Provider shall maintain commercially reasonable security measures appropriate to the nature of the Client data processed, including firewalling, malware protection, and routine patching of server software. Service Provider will perform backups at the frequency set out in the Scope of Work. Client acknowledges that restore of backups is subject to reasonable recovery procedures and may incur additional fees if restoration is requested outside standard support terms.

Limitation of Liability and Indemnification

Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages even if advised of the possibility of such damages. Each party shall indemnify, defend, and hold harmless the other party from and against claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties in this Agreement. The aggregate liability of Service Provider for direct damages arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), or electronic mail with confirmation of receipt where provided.

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 out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that state, unless the parties agree in writing to alternative dispute resolution.

Entire Agreement

This Agreement, together with any exhibits, schedules, and the agreed Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, representations, and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 or sale of substantially all assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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