Business Services Rack Room

Business Services Rack Room Agreement

This Business Services Rack Room Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Service Provider operates and maintains rack room facilities, equipment housing, rack space allocation and associated support services tailored for information technology infrastructure; and

WHEREAS, Client desires to engage Service Provider to provide rack space, power provisioning, environmental monitoring, and ancillary business services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

Scope of Work

Service Provider shall provide the services described above, which may include but are not limited to: allocation of rack units, installation coordination, remote hands, physical security, environmental and power monitoring, scheduled maintenance windows, and incident response as set forth in the Scope of Work. Any material changes to the Scope of Work shall be documented in a written amendment signed by both Parties.

Payment Terms

Monthly Quarterly Annually One-time

Late payments shall incur interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, a flat administrative late charge of may be assessed.

Unless otherwise agreed in writing, all fees are due within days of the invoice date. Client is responsible for all taxes, duties and governmental charges related to the services, excluding taxes based on Service Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice not less than days prior to the intended termination date. Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, technical data, pricing, business plans, customer lists, specifications, and the terms of this Agreement.

Receiving Party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) limit disclosure to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only for the performance of this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known by Receiving Party prior to disclosure; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and cooperates to seek protective measures.

The confidentiality obligations shall survive for years following termination or expiration of this Agreement.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. Except for a Party's indemnification obligations or liability for willful misconduct, in no event shall either Party be liable for special, incidental, consequential, punitive or exemplary damages, and the aggregate liability of either Party arising out of this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Insurance

Service Provider shall maintain commercially reasonable insurance coverages appropriate to the services provided, including general liability and property insurance. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

Notices

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth above, and shall be effective upon receipt.

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 law rules. The Parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attachments or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

General Provisions

If any provision of this Agreement is held to be 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 Party, except to an affiliate or in connection with a change of control, provided the assignee assumes all obligations hereunder. The headings in this Agreement are for convenience only and shall not affect interpretation.

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