Business Services AWS

BUSINESS SERVICES AGREEMENT — AWS

This Business Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider maintains professional expertise in the design, deployment, configuration, optimization and operational support of cloud infrastructure using Amazon Web Services ("AWS") technologies and related managed services; and

WHEREAS, Client desires to retain Service Provider to perform certain AWS-related services and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider will provide cloud services and deliverables as described below. Deliverables may include architecture design, account and identity configuration, infrastructure-as-code templates, deployment, monitoring, backup and incident support. Specific tasks, acceptance criteria and milestones are set forth in the scope description below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services performed. All amounts are in the currency specified in the invoice.

TERM AND TERMINATION

This Agreement shall commence on the start date and shall continue until the end date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure that breach within the notice period set forth above. Upon termination, Client shall pay for all services performed and expenses incurred through the effective date of termination, including work-in-progress deliverables.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually, in writing, or by inspection of tangible objects, 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. Confidential Information includes but is not limited to system architecture, access credentials, security designs, and business roadmaps.

Receiving party shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential obligations will not apply to information that is (i) already known to the receiving party without restriction at the time of disclosure, (ii) publicly known through no wrongful act of the receiving party, (iii) rightfully received from a third party without restriction, or (iv) independently developed by the receiving party.

The obligations in this Confidentiality section survive termination of this Agreement for a period of three (3) years, except that trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.

ACCESS, SECURITY AND AWS ACCOUNTS

If Service Provider requires access to Client AWS accounts or resources, such access shall be granted using the least-privilege principle, through temporary credentials or role delegation. Client remains solely responsible for account ownership, billing, and compliance with AWS terms. Service Provider shall follow Client's security policies to the extent communicated in writing and shall promptly notify Client of any security incidents discovered in connection with the performance of services.

Service Provider requires access to existing Client AWS accounts for performance of services.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability. Neither party will be liable for incidental, consequential, indirect or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any schedules or statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing.

MISCELLANEOUS

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

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