Cloud Protection Upgrade Agreement

CLOUD PROTECTION UPGRADE AGREEMENT

This Cloud Protection Upgrade Agreement (Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of delivering cloud security, backup, and protection services and possesses the technical capability to perform an upgrade to Client's existing cloud protection environment; and

WHEREAS, Client desires to obtain such upgrade services under the terms and conditions set forth in this Agreement, including specified scope, payment terms, and confidentiality safeguards; and

WHEREAS, the parties intend for this Agreement to memorialize the rights and obligations of each party with respect to the Cloud Protection Upgrade described below.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. The services include, as applicable: system design modifications, configuration changes, enhanced backup and encryption deployment, testing, knowledge transfer, and post-upgrade verification. Any changes to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices are due within days from receipt. Provider will invoice upon completion of each milestone as set forth in the Payment Schedule. All payments shall be in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, calculated monthly from the date due until paid. Client agrees to reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting past due amounts.

All fees are exclusive of taxes. Client shall be responsible for any sales, use or other transaction taxes imposed by any governmental authority, except taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective termination date. Upon termination for convenience, Client will pay Provider for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination for cause does not limit either party from seeking any other remedies available under law or equity.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, without limitation, technical information, system configurations, security controls, and business information. The Receiving Party shall not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Obligations of confidentiality shall not apply to information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party shall, at Disclosing Party's election, promptly return or destroy all Confidential Information and certify in writing the destruction. Duration of confidentiality obligations shall survive termination for a period of unless otherwise required by applicable law.

Return or destroy confidential materials upon termination:

NOTICES

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, exemplary or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of Provider for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Client shall indemnify and hold Provider harmless from any third-party claims arising from Client's misuse of the upgraded services, failure to follow Provider's written instructions, or Client-provided content that infringes third-party rights. Provider shall indemnify and hold Client harmless from third-party claims that Provider's deliverables infringe a valid third-party patent, copyright, or trademark, provided Client notifies Provider promptly and cooperates in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any attachments or written change orders 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, proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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