Hosting Services Proposal

HOSTING SERVICES PROPOSAL

Parties and Proposal Date

Proposal Date:

Recitals

WHEREAS, Provider operates and maintains a hosting platform and related infrastructure capable of delivering managed hosting, monitoring, backup, and support services described herein; and

WHEREAS, Client desires to engage Provider to host Client systems and data in accordance with the Scope of Work and Service Levels set forth in this Proposal, and Provider agrees to perform such services on the terms and conditions in this Proposal; and

WHEREAS, the parties intend for this Proposal, when executed by both parties, to constitute a binding agreement governing the provision of hosting services described below.

Scope of Work

Provider will provide managed hosting services including but not limited to provisioning, monitoring, security patching, backups, technical support, and incident response for the Client assets identified below. Specific deliverables, environments, and acceptance criteria are described in the Scope of Work field.

Service Levels and Security

Provider shall maintain a target uptime of measured monthly. Scheduled maintenance windows will be communicated at least days in advance.

Provider will perform encrypted backups at a frequency of and retain backups for days. Provider will implement technical and organizational measures reasonably appropriate to protect Client data, including access controls, patch management, and network protections.

Payment Terms

Fees for the services described in this Proposal shall be as follows:

Invoices not paid within days after the invoice due date shall bear a late fee of per month on the outstanding amount, or the maximum permitted by law, whichever is less.

Term and Termination

This Proposal commences on the Start Date of and, unless earlier terminated in accordance with this Proposal, continues until the End Date of .

Either party may terminate this Proposal for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all Client data in a commonly used electronic format within 15 days of termination, subject to payment of outstanding fees. Provider may delete Client data after the agreed retrieval period unless otherwise required by law.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be considered confidential given the nature of the information. Confidential information shall not be disclosed except to employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential information does not include information which is or becomes publicly known through no fault of the receiving party, or which is independently developed without use of the disclosing party's confidential information.

Data Ownership and Intellectual Property

Client retains all right, title and interest in and to Client data and any intellectual property owned or licensed by Client prior to or independent of this Proposal. Provider retains all right, title and interest in and to Provider platform, software, tools, and methodologies. Nothing in this Proposal transfers ownership of Provider intellectual property to Client.

Limitation of Liability and Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for claims arising out of or relating to this Proposal shall not exceed the fees paid or payable by Client to Provider under this Proposal during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages.

Client shall indemnify and hold Provider harmless from third-party claims arising from Client's content, misuse of the services, or breach of this Proposal. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in providing the services.

Data Breach Notification

In the event of a confirmed data breach affecting Client data, Provider will notify Client without undue delay and provide reasonable assistance to investigate and remediate the incident. Notification to affected individuals will be handled in accordance with applicable law and the parties will cooperate in public communications.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to pursuing litigation; remedies shall remain available as permitted by law.

Entire Agreement; Amendments

This Proposal, together with any mutually executed addenda, constitutes the entire agreement between the parties regarding the services described herein and supersedes prior discussions and proposals. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

Acceptance of this Proposal is evidenced by signature of authorized representatives of both parties below. By signing, the parties agree to be bound by the terms of this Proposal.

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