Data Restore Virtual Machine Template

Data Restore Virtual Machine Template

This Data Restore Virtual Machine Template (the Agreement) is made by and between: Client Name: and Service Provider Name: . Effective Date:

RECITALS

WHEREAS, Client maintains virtual machine instances and associated data that require periodic or event-driven restoration in order to recover business operations following data loss or corruption;

WHEREAS, Service Provider possesses the technical expertise, tools, and authorized access necessary to perform data restore procedures and to provision virtual machine templates for restoration purposes; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment terms, confidentiality obligations, and governing law applicable to the restoration of specified virtual machines.

SCOPE OF WORK

Service Provider shall perform the following services in accordance with the terms of this Agreement and any applicable change orders:

ACCEPTANCE AND TESTING

Upon completion of the restore, Service Provider shall perform any agreed acceptance tests specified in the Scope of Work. Client shall have days to report failure to the restore outcome. Failure to report within that period shall constitute acceptance of the restored virtual machine.

PAYMENT TERMS

Client agrees to pay Service Provider the fees described below for restoration services performed under this Agreement.

Late payments shall accrue interest at the lesser of (a) , or (b) the maximum rate permitted by applicable law, calculated from the invoice due date until paid.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated pursuant to this section.

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

Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance of the services it may receive or have access to Confidential Information of the other party. "Confidential Information" includes nonpublic technical, operational, business and financial information relating to systems, data, processes, restore procedures, credentials, and environment architecture.

Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

By checking this box, the signing party acknowledges and agrees to comply with the confidentiality obligations set forth above.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party's breach of its confidentiality obligations, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for indirect, consequential, special, punitive or incidental damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all attachments and accepted change orders executed in writing, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous communications and proposals, whether electronic, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets, provided that any assignee assumes the assigning party's obligations hereunder.

Sign Now