Cloud Migration Agreement

CLOUD MIGRATION AGREEMENT

This Cloud Migration Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Provider Name: . Each of Client and Provider may be referred to individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, Client maintains certain applications, data and IT infrastructure that Client desires to migrate to cloud-based environments to improve scalability, resilience and operational efficiency; and

WHEREAS, Provider represents that it possesses the technical experience, personnel, tools and security controls necessary to plan, execute and validate the migration of Client's designated systems to the cloud; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows.

SCOPE OF WORK

Provider shall perform the cloud migration services described below and in any mutually executed Statement(s) of Work. Provider's obligations shall include planning, migration, configuration, testing, cutover, and post-migration validation and stabilization. All work shall be performed in accordance with industry-standard practices and the timelines set forth in the applicable Statement(s) of Work.

PAYMENT TERMS

Client shall pay Provider the fees for Services as set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the invoicing schedule and Client shall pay undisputed amounts within the invoice due period.

All undisputed invoices not paid when due shall accrue interest at the rate specified above and Provider may suspend Services upon fifteen (15) days' prior written notice for nonpayment, without prejudice to Provider's other remedies.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to accrued rights and obligations as of the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party that is marked as confidential or that a reasonable person would understand to be confidential given its nature. Each Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) was rightfully in the receiving Party's possession prior to disclosure; (iii) is rightfully obtained by the receiving Party from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information. The obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY, PRIVACY AND OWNERSHIP

Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall follow accepted industry practices for encryption in transit and at rest for sensitive data as specified in the Scope of Work.

Provider shall notify Client without undue delay and in no event later than 72 hours upon becoming aware of any confirmed security incident affecting Client Data and shall cooperate in remediation and regulatory reporting as required by law. Costs of third-party notification and remediation arising solely from Provider's breach of applicable security obligations shall be borne by Provider.

Client retains all right, title and interest in and to Client Data and in no event shall Provider claim ownership of Client Data. Provider is granted a limited license to process Client Data solely to perform the Services under this Agreement.

INTELLECTUAL PROPERTY

Each Party retains all rights in its pre-existing intellectual property. Except as expressly set forth herein, Provider assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, subject to Provider's retained rights in its general methodologies, tools, templates and pre-existing software. Where assignment is not legally effective, Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Deliverables for Client's internal business purposes.

CHANGE ORDERS

All changes to scope shall be documented and approved in writing by authorized representatives of both Parties prior to execution. Provider shall not be required to perform work outside the agreed Scope of Work until a change order is executed.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, infringement of intellectual property or claims brought under indemnification obligations, neither Party shall be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of Provider for direct damages arising out of or related to this Agreement shall not exceed the Liability Cap Amount: or the total fees paid by Client to Provider under this Agreement in the prior twelve (12) months, whichever is greater.

Provider shall indemnify and hold Client harmless from third-party claims directly resulting from Provider's negligent acts or omissions in performing the Services, provided Client gives Provider prompt written notice and sole control of the defense and settlement of such claim.

WARRANTIES

Provider warrants that the Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. Provider's sole obligation for breach of this warranty shall be to re-perform the deficient Services. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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 principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any Statements of Work and executed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether oral or written. No amendment shall be valid unless in writing and signed by authorized representatives of both Parties.

ADMINISTRATIVE CONTACTS

Sign Now