Cloud Migration Document

CLOUD MIGRATION AGREEMENT

This Cloud Migration Agreement ("Agreement") is entered into as of Effective Date: , by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of delivering cloud migration, integration and infrastructure services and possesses the technical expertise, personnel and resources to perform the services set forth in this Agreement;

WHEREAS, Client desires to migrate specified systems, data and applications to a cloud-based environment and engage Service Provider to perform a defined migration project on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for performance of the Scope of Work: . Payment will be made pursuant to the schedule below.

Late payment fee: on any unpaid amount after the applicable due date. Client is responsible for all reasonable collection costs and any applicable taxes unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing written notice at least days prior to the intended termination date.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would consider confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, lawfully obtained from a third party without restriction, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

DATA SECURITY, OWNERSHIP AND ACCESS

Client retains all right, title and interest in and to Client Data. Service Provider will implement and maintain commercially reasonable technical and organizational measures to protect Client Data during migration and in any transient storage. Service Provider will follow the access controls and encryption standards specified in the Scope of Work and will limit access to personnel with a demonstrable need. Client is responsible for obtaining and maintaining all necessary licenses for software and data required for migration.

CHANGES; ADDITIONAL WORK

Any material change to the Scope of Work or additional services shall be documented in a written change order executed by authorized representatives of both parties. Change orders will specify the impact on schedule, price and acceptance criteria.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for each party's indemnification obligations and breaches of confidentiality, in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits or business interruption, arising out of or relating to this Agreement, whether in contract, tort or otherwise. Provider's aggregate liability for direct damages 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.

INSURANCE

Service Provider shall maintain appropriate commercial general liability, professional liability and cyber liability insurance coverages in amounts customary for similar service providers and shall provide certificates of insurance upon reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction of: , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any executed change orders and attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, representations and warranties, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the contact information set forth below or as otherwise provided in writing.

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