Business Services Private Cloud

Business Services Private Cloud

Client Name:    Client Address:

Provider Name:    Provider Address:

Effective Date:

Recitals

WHEREAS, Client requires a dedicated private cloud environment and related managed services to host, operate, and maintain Client's business applications and data; and

WHEREAS, Provider possesses the personnel, technical capabilities, facilities, and legal authority to design, deploy, and manage a private cloud environment in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, operation, and support of the private cloud services under the terms of this Agreement effective as of the Effective Date above.

Scope of Work

Deliverables include but are not limited to: dedicated compute and storage resources, hypervisor and orchestration configuration, network segmentation, backup and recovery procedures, monitoring and alerting, periodic patch management, and administrative access controls as described in the Services to be Provided section. Provider will perform the Services in a professional manner consistent with industry standards for private cloud hosting.

Payment Terms

Invoicing shall occur in accordance with the Billing Schedule above. Client shall pay all undisputed invoices within days of receipt. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law, if lower) after a grace period of days following the due date. Client is also responsible for reasonable collection costs, including attorneys' fees, on overdue balances.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services rendered through the effective date of termination, and Provider shall deliver to Client all Client data in a commonly used machine-readable format within 30 days following termination, subject to Client's payment of outstanding fees.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, or financial information disclosed in writing or orally and identified as confidential at the time of disclosure, including but not limited to Client data, architecture diagrams, and security configurations. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such recipients are bound by confidentiality obligations no less protective than those herein.

Data Security and Privacy

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, use, alteration, or disclosure. Provider shall promptly notify Client of any confirmed security incident affecting Client Data and shall cooperate with Client in investigation and remediation. Provider's obligations with respect to data protection shall survive termination to the extent required to protect Client Data.

Limitation of Liability & Indemnification

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable for consequential, incidental, special, punitive, or indirect damages. Provider's aggregate liability for claims arising from or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of applicable law in connection with the Services.

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, including all exhibits, attachments, and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment 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 continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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