Business Services Veaam

BUSINESS SERVICES AGREEMENT — VEAAM

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services related to backup, replication, and data management solutions and has the experience and expertise to perform the Services described herein;

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider agrees to perform the Services for the compensation and on the schedule specified below.

SCOPE OF WORK

Service Provider shall provide the services described in this Section (the "Services"). The Services shall include planning, configuration, implementation, testing, and handover of Veaam-related backup and replication processes as detailed below. Any modification to the Scope of Work must be made in writing and signed by both parties.

PAYMENT TERMS

Fees: Client shall pay Service Provider a total fee of $ for the Services, unless otherwise agreed in writing.

Invoicing: Service Provider will issue invoices in accordance with the agreed schedule. Client shall pay undisputed invoices within days of receipt. All payments are due in the currency specified on the invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payments may also result in suspension of Services after ten (10) days' written notice.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon expiration or termination, Client shall pay Service Provider for all Services performed and reasonable out-of-pocket costs incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Return or Destruction: Upon termination or written request, the receiving party will promptly return or destroy Confidential Information and certify in writing that it has done so, except that one archival copy may be retained solely to comply with applicable law or for internal records.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or attachments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, agreements, and understandings, whether written or oral. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Limitation of Liability: Except for liabilities arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for direct damages arising from or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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