Email Migration Document

Email Migration Agreement

This Email Migration Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of electronic mail migration, data transfer, and related IT services and possesses the technical expertise, personnel and resources necessary to perform a secure migration of Client email, calendar and contact data; and

WHEREAS, Client requires assistance to migrate email accounts, archives, calendars, and related items from the Source Environment described below to the Target Environment described below in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform an email migration of Client data as described in the project plan and deliverables below. The migration shall include inventory, pre-migration preparation, account mapping, data transfer, post-migration validation, and final acceptance testing.

Source Environment:    Target Environment:

Number of mailboxes to migrate:    Expected total data volume (GB):

Migration window (start-end):    Acceptance testing period (days):

Included deliverables:

Mailbox data migration
Calendar and event migration
Contacts migration
Archive and PST ingestion
Account configuration and DNS/SMTP verification

2. Responsibilities

Client shall provide timely access to accounts, administrative credentials, system documentation, and test accounts as required. Client is responsible for notifying end users of scheduled downtime and for obtaining any required consents from account holders prior to migration.

Service Provider shall perform the migration using commercially reasonable efforts and industry-standard security practices. Service Provider will maintain logs of migration activity and provide a migration report upon completion.

3. Payment Terms

Fees: Client shall pay Service Provider a fee of $ for the services described herein, subject to the payment schedule below.

Invoicing: Service Provider will invoice Client in accordance with the payment schedule. Payment is due within days of invoice date unless otherwise agreed in writing.

Late Fee: Late payments shall accrue interest at the rate of on the outstanding balance, and client shall be responsible for any collection costs.

4. Term and Termination

Term: The term of this Agreement commences on Effective Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice of days to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Obligations on Termination: Upon termination, Service Provider shall deliver to Client all migration logs, reports, and any data exported as part of the migration. Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

5. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes account credentials, user data, email content, migration logs, metadata, business and technical documentation, and any other non-public information designated as confidential or that reasonably should be understood to be confidential.

Each party shall: (a) use the Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access, disclosure or use.

Data Breach Notification: Service Provider shall notify Client promptly and without unreasonable delay upon becoming aware of any unauthorized access or data breach affecting Client data and shall cooperate in good faith with Client to investigate, mitigate and remediate the breach.

6. Security and Data Handling

Service Provider shall use industry-standard encryption for data in transit and at rest where applicable, maintain access logs, and limit administrative access to authorized personnel. Service Provider shall not retain client data beyond the period reasonably necessary to perform the migration unless otherwise agreed in writing.

7. Acceptance; Remedies

Upon completion of migration tasks, Service Provider will notify Client and provide migration reports. Client shall have the Acceptance Testing Period specified above to validate migrated mailboxes and report defects. Failure to provide written rejection specifying defects within the acceptance period shall constitute acceptance.

If material defects are identified, Service Provider will use commercially reasonable efforts to correct defects. Client's sole remedy for unresolved defective performance shall be limited to re-performance of the deficient services or, if re-performance is not commercially feasible, a refund of the portion of fees paid for the deficient services.

8. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality obligations, in no event shall either party be liable for indirect, incidental, special or consequential damages, including loss of profits, even if advised of the possibility of such damages. Service Provider's aggregate liability for claims arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

9. 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.

10. Entire Agreement

This Agreement, together with any attachments, exhibits, and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. General Provisions

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

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