Database Migration Agreement

DATABASE MIGRATION AGREEMENT

This Database Migration Agreement (the Agreement) is made effective as of by and between Client Name: with principal address at and Service Provider Name: with principal address at .

RECITALS

WHEREAS, Client maintains one or more operational databases and requires migration of data, schema, and associated functionality to a new platform or environment as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, resources, and personnel necessary to perform the database migration services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment, confidentiality, and other terms governing the migration engagement.

SCOPE OF WORK

DELIVERABLES; ACCEPTANCE

Service Provider shall deliver the following items as part of the migration: migration plan, staging exports, data import scripts, validation reports, rollback plan, final migrated database, and migration documentation. Deliverables and milestone acceptance criteria must be documented in the Scope of Work.

Client shall have days from delivery of each milestone to perform acceptance testing. Acceptance shall be deemed granted upon written confirmation of successful validation or upon lapse of the acceptance period without written objections specifying material nonconformities.

PAYMENT TERMS

Invoices shall be due and payable within days of receipt. Late payments shall incur interest at a rate of % per month or the maximum permitted by law, whichever is lower, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience with days' prior written notice. Termination shall not relieve Client of obligation to pay for services performed or work-in-progress delivered prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other. "Confidential Information" includes database content, schema, credentials, business metrics, and any information designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information.

The obligations in this section do not apply to information that is: publicly available without breach of this Agreement; rightfully received from a third party without restriction; independently developed without reference to the Confidential Information; or required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to limit the disclosure.

DATA SECURITY; BREACH NOTIFICATION

Service Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the risk, including but not limited to encryption of data in transit and at rest, access control, secure credential management, logging, and timely patching. Service Provider shall not transfer Client data outside the jurisdictions specified in the Scope of Work without Client's prior written consent.

In the event of a verified security incident affecting Client data, Service Provider shall notify Client without undue delay and no later than hours, provide details of the incident, actions taken, and cooperate with Client's remediation and regulatory obligations.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Client acknowledges that perfect migration may be impeded by pre-existing data corruption, third-party systems, or undocumented dependencies; Service Provider does not warrant uninterrupted operation of the target environment except as explicitly set forth in this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality, or indemnification obligations, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

INTELLECTUAL PROPERTY

Client retains all right, title, and interest in and to its pre-existing data and content. Service Provider retains ownership of its pre-existing tools, scripts, methodologies, and know-how. To the extent Service Provider develops new, deliverable-specific materials for Client, such deliverables will be assigned to Client upon full payment, except for any underlying software components that are expressly licensed to Client pursuant to a written license.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of the claim, provided that no settlement shall admit fault or impose obligations without the indemnified party's consent.

GOVERNING LAW

ENTIRE AGREEMENT

This Agreement, together with the Scope of Work and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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