Colocation Services Addendum

COLOCATION SERVICES ADDENDUM

THIS COLOCATION SERVICES ADDENDUM (the Agreement) is entered into as of the Effective Date set forth below by and between:

WHEREAS

WHEREAS, Client Name: is party to a Master Services Agreement or other agreement with Provider Name: concerning certain IT services; and

WHEREAS, Provider operates a colocation facility located at Service Location: and has agreed to provide colocation space, power, connectivity and related services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, term and other specific provisions governing the colocation services to be provided by Provider to Client.

SCOPE OF WORK

Provider shall provide colocation services as specified below. The scope includes allocation of rack or cabinet space, power provisioning, network cross-connects, physical access, and on-site remote-hands as set forth in this Addendum and any service order attached hereto.

PAYMENT TERMS

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Start Date: Term End Date:

This Addendum shall continue in effect for the Term specified above and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Either party may terminate this Addendum for material breach by the other party if such breach remains uncured thirty (30) days after delivery of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination, including charges for removal of Client equipment.

CONFIDENTIALITY

For purposes of this Addendum, "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, pricing, network diagrams, security procedures and customer data.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not use Confidential Information except for performance of its obligations under this Addendum; and (c) not disclose Confidential Information to any third party except to affiliates, employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no breach of this Addendum; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

ACCESS, SECURITY AND MAINTENANCE

Provider will maintain reasonable physical and environmental protections at the Facility and will permit Client reasonable access to Client's equipment during normal business hours subject to Provider's access procedures. Client shall be responsible for securing its own data and systems, and Provider shall have no obligation to retain Client data except as expressly agreed in writing. Scheduled maintenance windows shall be communicated to Client in advance and Provider will use commercially reasonable efforts to minimize service interruptions.

LIMITATION OF LIABILITY & INSURANCE

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. Provider's aggregate liability for direct damages arising out of or related to this Addendum shall not exceed the total fees paid by Client under this Addendum in the twelve (12) months preceding the claim. Each party shall maintain insurance appropriate to its operations, including commercial general liability and property insurance covering its own equipment.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Addendum, together with any referenced service orders and the parties' underlying Master Services Agreement (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter. No amendment shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

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