Host Service Contract

HOST SERVICE CONTRACT

This Host Service Contract (the Agreement) is entered into as of by and between:

Client Name:     Host Provider Name:

RECITALS

WHEREAS, Client requires hosting, management, and related technical services for Client's web and application assets; and

WHEREAS, Host Provider represents that it has the technical capability, personnel, and infrastructure to provide such hosting services under the terms set forth herein; and

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

SCOPE OF WORK

Host Provider shall provide hosting, monitoring, backups, security patching, and routine maintenance as specified above. Any additional services or enhancements not described in the Scope of Work will require a separate written change order signed by both parties.

SERVICE LEVELS AND MAINTENANCE

Uptime Guarantee: . Scheduled maintenance windows will be communicated at least hours in advance. Unscheduled emergency maintenance will be communicated as soon as practicable.

Service credits for downtime shall be the sole and exclusive remedy for failures to meet the uptime guarantee. The credit schedule will be calculated in accordance with the credit policy described in the Scope of Work.

PAYMENT TERMS

Payment shall be due within days of invoice. Late payments shall incur a late fee of on unpaid balances, or the maximum allowed under applicable law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information includes non-public technical, business and financial information, but excludes information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party, or rightfully received from a third party without restriction.

DATA SECURITY, BACKUPS, AND OWNERSHIP

Host Provider will implement and maintain commercially reasonable administrative, physical and technical safeguards to protect Client data. Host Provider will perform backups at the frequency specified in the Scope of Work and will make reasonable efforts to restore data following loss, subject to Client's payment of restoration fees if applicable.

Client retains all right, title and interest in Client content and data. Host Provider receives no ownership interest in Client data by virtue of providing the services.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. The indemnified party will provide prompt written notice of any claim and cooperate in the defense.

Except for breaches of confidentiality or indemnification obligations, in no event will either party be liable for consequential, incidental, punitive, or special damages. The aggregate liability of either party for direct damages arising out of or relating to this Agreement shall not exceed .

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties agree that any dispute arising under this Agreement will be resolved in the courts located within that jurisdiction unless the parties agree in writing to alternative dispute resolution.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Host Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Subcontracting: Host Provider may engage subcontractors to perform portions of the services provided that Host Provider remains responsible for the performance of its obligations hereunder. Subcontracting permitted

Amendments: No amendment to this Agreement will be effective unless in writing and signed by both parties.

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

ENTIRE AGREEMENT

This Agreement, together with any appendices or mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings.

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