DataCenter Services Agreement

DATACENTER SERVICES AGREEMENT

This DataCenter Services Agreement ("Agreement") is entered into as of by and between Client Name: with its principal place of business at (hereinafter "Client"), and Provider Name: with its principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Provider operates and manages secure data center facilities and offers colocation, managed hosting, and associated infrastructure services; and

WHEREAS, Client desires to procure data center services from Provider, and Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the obligations, service levels, fees, security, and other material terms governing the provision and use of the services.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below: "Services" means the data center, colocation, managed hosting, network connectivity, monitoring, and other services described in Exhibit A and ordered by Client; "Service Level" means the performance metric specified in Section 3; "Confidential Information" means information designated as confidential or which by its nature ought reasonably to be treated as confidential.

2. SCOPE OF SERVICES

Provider shall provide the Services described in the attached Service Schedule. The specific equipment, rack, and space assignments are: . Provider will use commercially reasonable efforts to provision space, power, and cooling to accommodate Client Equipment as set forth in the Service Schedule.

3. SERVICE LEVELS

Provider warrants that the data center infrastructure relevant to the Services will achieve a target availability of during each calendar month. Availability is measured by excluding scheduled maintenance communicated in accordance with Section 12. In the event Provider fails to meet the Service Level, Client shall be entitled to service credits as set forth in the Service Schedule, which shall represent Client's sole and exclusive remedy for such failure.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the applicable Order Form or Service Schedule. Recurring fees are due monthly in advance unless otherwise stated. The initial recurring fee is per month.

Invoices shall be due within days from receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and Client shall reimburse Provider for collection costs and reasonable attorneys' fees.

5. TERM AND TERMINATION

The initial term of this Agreement shall be months commencing on the Effective Date. Thereafter this Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Provider may terminate for non-payment if amounts due remain unpaid following the invoice due date and any applicable cure period.

6. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information of the other party and shall not disclose such information except to its employees, agents, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is independently developed, or is required to be disclosed pursuant to law, provided that the disclosing party gives prompt notice to the other and cooperates with any attempt to limit disclosure.

7. SECURITY, DATA PROTECTION AND BREACH NOTIFICATION

Provider shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Client of any unauthorized access to or disclosure of Client Data within hours of discovery and shall cooperate with Client in investigation and mitigation.

8. ACCESS, FACILITIES & EQUIPMENT

Client shall be responsible for the installation, maintenance, and operation of Client Equipment located in Provider's facilities unless otherwise agreed in writing. Provider shall provide reasonable access to Client staff and approved agents during Provider's published access hours and shall comply with reasonable on-site security procedures. Client shall ensure that Client Equipment is properly configured and does not jeopardize the integrity or operation of Provider's facilities.

9. INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its pre-existing intellectual property. Client retains ownership of Client Data and Provider shall not acquire any rights thereto except as necessary to perform the Services. Provider grants Client a non-exclusive license to use Provider deliverables solely for Client's internal use in connection with the Services.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against any third party claims arising out of Provider's negligence, willful misconduct, or breach of this Agreement, subject to Client's compliance with any claim notice requirements set forth herein. Client shall indemnify, defend and hold Provider harmless from and against claims arising out of Client Data, Client's breach, or Client's misuse of the Services.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Provider shall maintain commercial general liability, property, and professional liability insurance, and shall procure and maintain cyber and data breach coverage appropriate to the nature of the Services. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier, or by personal delivery. Notices shall be deemed given upon receipt.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties agree that the courts located in the jurisdiction specified below shall have exclusive jurisdiction over disputes arising under this Agreement. Governing Law State:

This Agreement, together with all Schedules and Order Forms referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right hereunder shall not constitute a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

If any provision of this Agreement expressly requires the party to obtain the consent or approval of the other party, such consent shall not be unreasonably withheld, conditioned or delayed. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship between them.

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