Hosting Agreement

HOSTING AGREEMENT

This Hosting Agreement (the "Agreement") is entered into as of by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider operates and maintains web hosting infrastructure and associated managed services and is willing to provide such services to Client under the terms and conditions set forth herein;

WHEREAS, Client desires to engage Provider to host and maintain certain web sites, applications, databases, and related data as described in the Scope of Work and Provider has represented that it has the expertise, personnel, and systems to perform such services;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

1. SCOPE OF WORK

Provider shall host, operate, and maintain the services described below for Client in accordance with the terms of this Agreement. Provider shall perform the services with commercially reasonable skill and care, consistent with industry standards.

Uptime guarantee:    Response time for critical incidents:    Backup frequency:

Excluded services: Provider is not required under this Agreement to provide application development, content moderation, or services expressly identified as excluded in the Detailed description of services.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services provided under this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

3. TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the termination date. For breach of a material obligation, the non-breaching party may terminate if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all Non-Public Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Non-Public Information includes technical, operational, financial and customer data, but does not include information that is (a) publicly available through no fault of the Receiving Party, (b) already lawfully in the possession of the Receiving Party prior to disclosure, or (c) independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. A Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt written notice and cooperates to seek a protective order or other confidential treatment.

5. DATA PROTECTION AND SECURITY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of Client data to protect against unauthorized access, disclosure, alteration, and destruction. Provider will reasonably cooperate with Client in meeting Client's data protection obligations and will notify Client without undue delay upon discovery of any security breach affecting Client data.

6. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from wilful misconduct, gross negligence, or a party's breach of its confidentiality obligations, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the greater of the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim or .

Provider shall defend, indemnify and hold Client harmless from third-party claims arising from Provider's negligence or willful misconduct in the performance of hosting services. Client shall indemnify Provider for claims arising from Client content, infringement, or Client's breach of its obligations under this Agreement.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to any other address a party designates in writing).

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits and the Detailed description of services, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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

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

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