Database Management Template

DATABASE MANAGEMENT AGREEMENT

This Database Management Agreement (the Agreement) is entered into as of Effective Date:

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, the Service Provider maintains technical expertise, personnel, and systems necessary to manage, maintain, secure and support the Client's database systems; and

WHEREAS, the Client desires to engage the Service Provider to perform database management services on the terms set forth in this Agreement; and

WHEREAS, the parties agree that confidentiality, data integrity, continuity of service and allocation of responsibilities must be expressly set forth herein.

Scope of Work

Services specifically include, at a minimum: provisioning and configuration of database instances; routine maintenance and patching; automated monitoring and alerting; scheduled backups and validated restores; performance tuning; user and access management; and incident response as set forth herein.

Payment Terms

The Service Provider will submit invoices to Invoice Address:

Reimbursable expenses: Provider may invoice pre-approved, reasonable third-party expenses. Additional detail or approval requirements:

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 such breach within the notice period specified above following written notice. Termination for convenience is permitted upon the notice period provided that any accrued fees and reimbursable expenses are paid in full.

Confidentiality

Each party (the Receiving Party) will treat as confidential all non-public information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including database contents, access credentials, system architecture, backups and security measures. The Receiving Party shall not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was lawfully known to the Receiving Party prior to disclosure, or (iii) is independently developed without reference to the Disclosing Party’s Confidential Information.

Data Ownership, Access and Security

Ownership: All data, records and content uploaded by or on behalf of the Client shall remain the sole property of the Client. The Service Provider acquires no rights, title or interest in such data except as necessary to perform the services.

Service Levels and Reporting

The Service Provider shall maintain monitoring and produce reports at the frequency specified below. Reports shall include availability, incident logs, backup verification and performance metrics.

Liability, Indemnification and Insurance

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct. The Client shall indemnify the Service Provider for claims arising from the Client’s data or content.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or data protection obligations, neither party’s aggregate liability shall exceed the fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. No modification is effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business by merger or sale of assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Acceptance

The undersigned each represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign.

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