Data Backup Service Agreement

Data Backup Service Agreement

This Data Backup Service Agreement ("Agreement") is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing managed data backup and recovery services using industry-standard storage and encryption practices; and

WHEREAS, Client desires to retain Service Provider to provide the backup, retention, and restoration services described in this Agreement under the terms and conditions set forth below.

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

1. Scope of Work

Service Provider will perform automated backup services for the Client's data as described below. Services include performance of scheduled backups, secure transmission and storage of backup data, monitoring of backup success, and restoration services in accordance with the Service Levels set forth in Section 2.

2. Service Levels, Backup Frequency and Retention

Backup Frequency: Service Provider will perform backups with the following frequency:

Backup Window / Preferred Time:

Retention Period: Client data will be retained for unless otherwise agreed in writing.

Restoration Objective: Target recovery time objective (RTO) is and recovery point objective (RPO) is

3. Payment Terms

All fees are exclusive of applicable taxes, which will be charged to Client in addition to the fees. Non-payment is a material breach permitting suspension of services after written notice and expiration of any applicable cure period.

4. Term and Termination

Term Start Date:

Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice.

5. Confidentiality

Each party will hold confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and will not use or disclose such information except as required to perform obligations under this Agreement or as required by law. Confidential Information includes Client data, backup manifests, encryption keys, and service reports. Service Provider will maintain technical and administrative safeguards appropriate to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction.

6. Data Security and Privacy

Service Provider will implement and maintain reasonable security measures, including encryption of backup data in transit and at rest, access controls, and periodic security assessments. Service Provider will not access Client Content other than as necessary to provide the services, to comply with law, or as authorized in writing by Client. In the event of a confirmed data breach affecting Client data, Service Provider will notify Client within days and will cooperate in breach remediation.

7. Limitations of Liability

Except for breaches of confidentiality or gross negligence, Service Provider's aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Client under this Agreement in the preceding twelve (12) months. In no event will either party be liable for special, incidental, consequential, punitive, or lost profits damages.

8. Indemnification

Each party will indemnify and hold harmless the other party from claims, liabilities, and expenses arising from the indemnifying party's negligent acts, willful misconduct, or breach of its obligations under this Agreement. The indemnified party will provide prompt written notice of any claim and permit the indemnifying party to assume defense.

9. Subcontracting and Audit Rights

Service Provider may engage subcontractors to perform services, provided that Service Provider remains responsible for subcontractor performance and confidentiality obligations. Client may, upon reasonable notice, audit Service Provider's compliance with this Agreement with respect to Client data handling; such audits will be subject to confidentiality obligations and may be performed by an independent third party at Client's expense, unless noncompliance is discovered.

10. Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or other traceable delivery method.

11. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

12. Entire Agreement; Amendment

This Agreement, including any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

13. Miscellaneous Provisions

Force majeure, severability, assignment, and other customary commercial contract provisions apply. Client acknowledges responsibility for maintaining local copies of critical data and recognizes that backups are one component of a broader data protection strategy.

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