Data Backup Request Form

Data Backup Request Form

Parties and Recitals

WHEREAS Service Provider Name: is engaged in providing electronic data backup and recovery services to commercial clients;

WHEREAS Client Name: requires backup, secure storage, and recoverability services for certain business data identified herein; and

WHEREAS the parties desire to set forth the scope, operational specifications, payment terms, confidentiality obligations and the allocation of risk relating to such backup services effective as of Effective Date: .

Scope of Work

Data types to be included (check all that apply):

Databases Files / Documents Email systems Virtual machines Other:

Backup Specifications

Daily Weekly Monthly On-demand Other schedule:

Encryption required at rest and in transit: If checked, specify algorithm and key management:

Payment Terms

Client shall pay Service Provider the fees set forth below for backup services. Fees are exclusive of taxes.

Payment shall be made in United States dollars unless otherwise agreed in writing. Client agrees that Service Provider may suspend backup and restore services for invoices overdue by more than the number of days specified in Payment Due unless the parties have agreed otherwise in writing.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Upon termination, Service Provider will deliver to Client, at Client's expense, the most recent backup media or make available the most recent backups for retrieval within a reasonable period agreed by the parties.

Confidentiality

Each party shall maintain as confidential all non-public information received from the other party in connection with this agreement, including but not limited to backup data, access credentials, system configurations and business data ("Confidential Information"). Service Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction.

Service Provider shall not access or use Client's backup data except to provide the services set forth in this agreement, to respond to requests authorized by Client, or as required by applicable law. Service Provider shall notify Client promptly upon discovery of any unauthorized access or disclosure of Client Confidential Information.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of Service Provider arising from or related to this agreement shall not exceed the fees paid by Client to Service Provider under this agreement in the twelve (12) months preceding the claim. In no event shall Service Provider be liable for lost profits, loss of business, or indirect, incidental or consequential damages.

Client shall indemnify, defend and hold Service Provider harmless from any third-party claims arising out of Client's content, misuse of the backup services, or Client's failure to obtain necessary rights for the data backed up under this agreement.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this agreement and to perform its obligations hereunder. Client represents that it has the right to provide Service Provider with the data to be backed up and that such provision does not violate any third-party rights.

Governing Law; Entire Agreement

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

This agreement, together with any attachments, exhibits, or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Authorizations and Notices

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