Database Services Agreement

DATABASE SERVICES AGREEMENT

This Database Services Agreement ("Agreement") is entered into as of by and between Client Name: and Provider Name:

WHEREAS

WHEREAS, Client requires database hosting, management, maintenance, and data processing services as more particularly described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, infrastructure, and security controls necessary to provide professional database services and agrees to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and data protections relating to the services.

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section or elsewhere in the Agreement. "Services" means the database hosting, administration, backup, monitoring, optimization and support services described in the Scope of Work. "Confidential Information" means non-public information disclosed by a party relating to business operations, technical information, data, trade secrets, or any other information designated as confidential or that ought reasonably to be understood as confidential.

2. SCOPE OF WORK

Provider shall perform the Services in accordance with industry-standard practices and applicable law. Services include routine maintenance, performance tuning, schema changes agreed in writing by the parties, scheduled backups, monitoring, incident response and monthly reporting.

3. SERVICE LEVELS AND DATA SECURITY

Provider will use commercially reasonable efforts to maintain database availability of 99.5% per calendar month, excluding scheduled maintenance and outages beyond Provider's reasonable control. Provider shall implement administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall maintain access logs, encrypt Client Data in transit and at rest, and implement role-based access controls.

In the event of a Data Breach affecting Client Data, Provider shall notify Client promptly and without undue delay, cooperate in investigating and remedying the breach, and take reasonable remediation steps at Provider's cost.

4. PAYMENT TERMS

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Provider may suspend Services after providing ten (10) days' written notice if undisputed payment remains unpaid.

5. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Provider shall deliver to Client all Client Data in a commonly used, machine-readable format within thirty (30) days and shall securely delete remaining copies in Provider's possession unless retention is required by law.

6. CONFIDENTIALITY

Each party shall: (a) keep Confidential Information of the other party strictly confidential; (b) 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 at least as protective as this Agreement; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, provided that trade secrets and Client Data subject to data protection laws shall remain protected as required by applicable law.

7. DATA OWNERSHIP; LICENSES

Client retains all right, title and interest in and to Client Data. Provider shall have a limited, non-exclusive, non-transferable license to process Client Data solely to perform the Services. Provider shall not use Client Data for any other purpose, including for training models or deriving analytics outside the scope of Services, without Client's prior written consent.

8. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS.

Indemnification: Provider shall defend, indemnify and hold Client harmless from third-party claims alleging that Provider's intentional misuse or willful breach of this Agreement caused a Data Breach, provided that Client promptly notifies Provider in writing of the claim, cooperates in the defense, and allows Provider to control the defense and settlement.

9. COMPLIANCE

Each party shall comply with all applicable data protection laws and regulations in the performance of its obligations under this Agreement. Provider shall reasonably cooperate with Client to enable Client to comply with data subject requests and shall execute reasonable instructions issued by Client regarding protection of Client Data.

10. 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 laws principles. The parties agree that disputes will be resolved in the state and federal courts located in that state, and each party submits to the exclusive jurisdiction of those courts.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits, appendices and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

12. NOTICES

Notices under this Agreement shall be in writing and delivered to the notice addresses set forth above, and shall be deemed given upon receipt.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

Severability: If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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