Business Services GMI Cloud

BUSINESS SERVICES AGREEMENT — GMI CLOUD

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

WHEREAS

WHEREAS, Client operates a business that requires cloud-based infrastructure, storage, and managed services described below; and

WHEREAS, Service Provider is engaged in the provision of cloud services and professional support, and represents that it has the experience and capability to provide such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide GMI Cloud services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall deliver managed cloud services, including but not limited to infrastructure provisioning, ongoing management, backup and recovery operations, monitoring, and technical support as specified in this Section. Specific deliverables, milestones, and acceptance criteria are described below and in any attachments incorporated by reference.

PAYMENT TERMS

Fees payable by Client to Service Provider for the services described herein shall consist of fixed fees, variable usage charges and any additional fees for professional services. All fees are payable in U.S. dollars and exclude applicable taxes.

Late payments shall incur interest at a rate of per month on overdue amounts and a one-time administrative fee of .

TERM AND TERMINATION

The Term of this Agreement shall commence on Start Date: and shall expire on End Date: , unless earlier terminated in accordance with this Agreement.

This Agreement will unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

TERMINATION FOR CAUSE

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted herein.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

DATA SECURITY

Service Provider shall maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the Confidential Information to protect against unauthorized access, disclosure, modification or destruction. Service Provider shall notify Client promptly upon becoming aware of any unauthorized access to Client data and shall cooperate with Client in mitigation and remediation efforts.

INTELLECTUAL PROPERTY

As between the parties, Client retains all right, title and interest in Client data and any intellectual property owned or provided by Client prior to or outside the scope of this Agreement. Service Provider retains ownership of its pre-existing technology and any general skills, know-how or methodologies. Deliverables specifically created for Client under this Agreement shall be owned by Client upon full payment, except that Service Provider shall retain a non-exclusive, transferable right to use general techniques and software not containing Client's Confidential Information.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from willful misconduct or the parties' indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive or special damages.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice and reasonable cooperation in the defense.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any right shall be effective unless in a writing signed by the party to be charged.

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