Colocation Lease Agreement

COLOCATION LEASE AGREEMENT

This Colocation Lease Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Lessor: , with principal address: , and Lessee: , with principal address: .

RECITALS

WHEREAS, Lessor owns, operates, and maintains a data center facility and associated infrastructure for the placement and operation of electronic equipment; and

WHEREAS, Lessee desires to lease space, power and related services from Lessor to house Lessee's telecommunications and information technology equipment under the terms set forth herein; and

WHEREAS, Lessor is willing to lease such space and provide services to Lessee subject to the covenants, conditions and terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Premises" means the rack, cabinet, cage or floor space described in Section 2 and identified as Location/Space ID: located at Lessor's facility.

1.2 "Equipment" means all servers, networking hardware, cabling, and other tangible personal property owned or brought into the Premises by Lessee.

2. PREMISES; SERVICES PROVIDED

2.1 Lease of Premises. Lessor hereby leases to Lessee, and Lessee accepts from Lessor, the Premises consisting of Rack Units: located within Cabinet/Area: .

2.2 Services. Subject to the terms of this Agreement, Lessor will provide on-site physical security, controlled environmental conditioning (power, cooling), monitored power feeds up to Allocated Power: , basic remote reboots, and cross-connect services as ordered. Additional services and specifications are described in Service Schedule A attached hereto and incorporated by reference.

3. TERM; RENEWAL

3.1 Initial Term. The initial lease term shall commence on Commencement Date: and shall continue for a period of months (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

3.2 Renewal. This Agreement shall automatically renew for successive renewal terms of months each unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

4. RENT; ADDITIONAL CHARGES

4.1 Base Rent. Lessee shall pay to Lessor base rent in the amount of $ per month, payable in advance on or before the Due Day: of each month.

4.2 Additional Charges. Lessee will pay for overages in power consumption, port usage, cross-connects, remote hands, expedited installations, and other services at Lessor's published rates then in effect. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. SECURITY DEPOSIT

5.1 Deposit Amount. Upon execution of this Agreement, Lessee shall deposit with Lessor a security deposit in the amount of $ to secure Lessee's performance of its obligations hereunder.

5.2 Use and Return. Lessor may apply the deposit to cure Lessee defaults, repair damage caused by Lessee or remove abandoned equipment. Any balance remaining after termination and accounting shall be returned to Lessee within 60 days.

6. ACCESS; SECURITY; COMPLIANCE

6.1 Access. Lessee's access to the Premises is subject to Lessor's security procedures and hours of access described in Access Schedule B. Lessee shall provide Lessor with names and contact information for authorized individuals:

6.2 Compliance. Lessee shall comply with all applicable laws, codes and facility rules and shall not install or use equipment that interferes with Lessor's operations or other tenants. Lessor may terminate or suspend access for safety or regulatory noncompliance upon written notice.

7. INSTALLATION; MAINTENANCE; REMOVAL

7.1 Installation. Lessee shall install Equipment in a professional manner consistent with Lessor's specifications. Any penetrations or modifications to the Premises require prior written consent of Lessor.

7.2 Maintenance. Lessee shall, at its expense, maintain its Equipment in good working order. Lessor shall maintain structural, mechanical, and electrical systems except where damage is caused by Lessee or its agents.

7.3 Removal. Upon expiration or termination, Lessee shall remove all Equipment and restore the Premises to the condition existing at commencement, reasonable wear and tear excepted. If Lessee fails to remove Equipment within days after termination, Lessor may remove, store or dispose of such Equipment at Lessee's expense.

8. POWER; ENVIRONMENTAL; NETWORK

8.1 Power Allocation. Lessor provides power as specified in Section 2. Lessee's power consumption shall be metered and billed for consumption above Allocated Power at Lessor's then-current rate.

8.2 Environmental. Lessor does not guarantee uptime or temperature/humidity outside of specifications except where due to Lessor's gross negligence. Lessor will use commercially reasonable efforts to maintain environmental controls.

8.3 Network. Lessor may provide cross-connect and connectivity services. Lessor disclaims responsibility for third-party carrier services and does not warrant uninterrupted connectivity.

9. INSURANCE; LIABILITY; INDEMNIFICATION

9.1 Insurance. Lessee shall maintain property insurance covering its Equipment and commercial general liability insurance with limits not less than $ per occurrence and shall name Lessor as an additional insured where applicable.

9.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND LESSOR'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF SIX (6) MONTHS' BASE RENT PAID BY LESSEE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach, negligence or willful misconduct.

10. CONFIDENTIALITY

10.1 Definition. "Confidential Information" means non-public business or technical information disclosed by one party to the other in connection with this Agreement.

10.2 Obligations. The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose Confidential Information except to employees, contractors or agents who need to know and are bound by confidentiality obligations.

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure within days after written notice.

11.2 Effect of Termination. Termination shall not relieve Lessee of amounts due through the date of termination, including any early termination fees set forth in Service Schedule A.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, certified or registered.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. Failure by either party to enforce any provision shall not be construed as a waiver of any subsequent breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

14.3 Entire Agreement. This Agreement, together with all Schedules and Exhibits hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings.

15. MISCELLANEOUS

15.1 Assignment. Lessee shall not assign or transfer rights under this Agreement without Lessor's prior written consent, which shall not be unreasonably withheld, except that Lessee may assign to an affiliate or in connection with a merger or sale of substantially all assets provided Lessee remains liable for performance.

15.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, or agency relationship.

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