Colocation Agreement

Colocation Agreement

This Colocation Agreement ("Agreement") is made as of between Provider Name: , with its principal place of business at , and Client Name: , with its principal place of business at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Provider operates a data center facility that provides space, power, cooling, and physical security for customers to colocate their equipment; and

WHEREAS, Client desires to colocate certain equipment in Provider's facility and Provider agrees to provide such colocation services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Scope of Work

Provider shall provide Client with colocation space, power provisioning, cooling, connectivity access, and on-site physical security at Provider's facility located at in accordance with this Agreement and the technical specifications set forth below.

2. Equipment and Access

Client shall at all times be the owner or licensed operator of the equipment placed in Provider's facility and shall be responsible for proper installation, labeling, and maintenance. Client shall ensure that Equipment is authorized for use and does not violate any applicable law or third-party right.

Provider shall permit access to Client's authorized personnel subject to Provider's access procedures and security protocols. Client shall provide a list of authorized personnel and shall promptly update that list upon any changes. Provider may, in its sole judgment, refuse access to individuals not on the authorized list.

3. Payment Terms

Client shall pay Provider the fees set forth in this Section. The recurring colocation fee is per . One-time installation or cross-connect charges shall be .

Invoices shall be issued in accordance with the agreed billing schedule: . Payments are due within days of invoice date.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In the event of non-payment beyond days, Provider may suspend services and secure equipment in accordance with Section 7 (Termination).

4. Term and Termination

Term: This Agreement shall commence on the Start Date of and shall continue until the End Date of , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, either Party may terminate without cause upon days prior written notice to the other Party.

Upon termination, Client shall remove its equipment within days. Provider may remove and store or dispose of any equipment not removed after such period at Client's cost.

5. Confidentiality

Each Party (the Receiving Party) shall hold in confidence and not disclose to any third party Confidential Information of the other Party (the Disclosing Party). "Confidential Information" means non-public information disclosed in connection with this Agreement, including network and facility architecture, security procedures, pricing, and business terms; provided, Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party shall use at least reasonable care to protect Confidential Information.

6. Liability; Indemnification; Insurance

Except for indemnity obligations and willful misconduct, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.

Client shall defend, indemnify and hold harmless Provider from and against any third-party claims arising out of Client's use of the Facility, Client's equipment, Client's breach of this Agreement, or Client's violation of applicable law. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct.

Each Party shall maintain at its expense commercial general liability insurance and, if applicable, cyber liability or technology insurance in amounts customary and reasonable for its business. Upon request, each Party shall provide the other with certificates evidencing such insurance.

7. Force Majeure

Neither Party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, acts of government, strikes, labor disputes, terrorism, or interruption of utility services. The affected Party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice. Notices shall be deemed received upon personal delivery, or three (3) business days after deposit in certified mail, return receipt requested, or upon confirmed electronic receipt.

9. 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 principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

10. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

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