Business Services Azure Agreement

BUSINESS SERVICES AZURE AGREEMENT

This Business Services Azure Agreement ("Agreement") is made effective as of by and between:

Client Name:

Client Address:

Service Provider Name:

Provider Address:

WHEREAS

WHEREAS, Client seeks technical and professional services to design, implement, migrate and optimize cloud solutions built on the Microsoft Azure platform ("Azure Services");

WHEREAS, Provider represents that it has the expertise, personnel, and experience to perform Azure Services in accordance with industry standards and Client requirements;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the Azure Services as described below. Services include design, implementation, migration, configuration, testing, training, and documentation as required to deliver the agreed deliverables. Specific deliverables, milestones, and acceptance criteria will be recorded in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this Agreement in consideration for the Azure Services performed. Fees are exclusive of applicable taxes unless otherwise stated. Invoices shall be payable in accordance with the schedule below.

Provider may suspend performance for overdue invoices where Client fails to pay within thirty (30) days of invoice date, provided Provider gives seven (7) days prior written notice of suspension. Client remains responsible for all fees, costs, and reasonable collection expenses, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product for which Client has paid.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as necessary to perform obligations under this Agreement. "Confidential Information" includes nonpublic business and technical information, trade secrets, system designs, architecture, and pricing information disclosed in any form.

Obligations of confidentiality do not apply to information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) was in the Recipient's possession without restriction prior to receipt; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Provider retains ownership of Provider's preexisting tools, methodologies, templates, and intellectual property. New intellectual property specifically developed for Client and expressly assigned in writing shall be assigned to Client upon payment in full.

Provider shall process Client data only on Client's instructions and shall implement reasonable technical and organizational safeguards to protect such data. Provider shall notify Client without undue delay upon becoming aware of any security incident affecting Client data.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of this warranty shall be re-performance of nonconforming services or, if re-performance is not commercially practicable, a refund of the fees paid for the deficient services.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, 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 written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES AND CONTACTS

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