Business VPS Agreement

BUSINESS VPS AGREEMENT

This Business VPS Agreement (the Agreement) is entered into as of by and between ("Client") and ("Provider").

WHEREAS

WHEREAS, Provider is engaged in the business of provisioning and managing Virtual Private Server ("VPS") hosting and related managed services, and possesses the technical expertise, facilities and personnel necessary to provide such services; and

WHEREAS, Client desires to engage Provider to deliver VPS hosting services under the terms and conditions set forth in this Agreement, and Provider agrees to provide such services to Client pursuant to this Agreement.

SCOPE OF WORK

Provider shall provision, configure, host, maintain and support a Virtual Private Server for Client as set forth below. Provider will perform the services with reasonable care, in a professional manner and in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of the services. All fees are exclusive of taxes and duties which shall be paid by Client where applicable.

Late payments shall accrue interest and administrative charges as set forth below.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above. Termination for convenience is subject to any minimum service period and applicable early termination fees described herein.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business operations, customer data, system configurations, software, pricing, security measures and other proprietary information. Receiving Party shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable administrative and technical safeguards to protect Confidential Information from unauthorized access or disclosure.

Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without confidentiality obligations, (iii) independently developed by the Receiving Party without reference to the Confidential Information, or (iv) required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and limited disclosure to the extent legally required.

I acknowledge and agree to the Confidentiality obligations set forth in this Agreement.

DATA SECURITY AND BACKUPS

Provider shall maintain commercially reasonable security practices appropriate to the nature of the VPS service, including regular backups, patch management and access control. Provider's backup obligations, retention period and recovery procedures shall be those described in the Scope of Work. Client remains responsible for maintaining copies of its own data unless Provider expressly agrees to extended backup services and associated fees.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, including loss of profits, even if advised of the possibility of such damages. Provider's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider in the six (6) months preceding the event giving rise to the claim.

Client shall indemnify, defend and hold Provider harmless from third-party claims arising from Client content, misuse of the service, or Client's violation of applicable law. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performing the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of or relating to this Agreement.

NOTICES

ENTIRE AGREEMENT

This Agreement, including attachments and any purchase orders or statements of work 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 oral or written. Any modification or waiver must be in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets. Headings are for convenience only and shall not affect interpretation.

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