Hosting vHost Document

HOSTING VHOST AGREEMENT

This Hosting vHost Agreement ("Agreement") is made effective as of Effective Date: , by and between Hosting Provider Name: and Client Name: .

WHEREAS

WHEREAS, Hosting Provider operates and maintains virtual hosting environments (vHost) and provides related support, configuration, and infrastructure services;

WHEREAS, Client desires to obtain and Hosting Provider agrees to provide vHost services for Client's applications and content under the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations regarding service levels, payment, confidentiality, and termination.

PARTIES AND CONTACTS

SCOPE OF WORK

Hosting Provider shall provision and maintain virtual hosting (vHost) services described below. Specific deliverables, configurations, and acceptance criteria are set forth in the Scope of Work field and constitute the services to be provided under this Agreement.

OS management    Security patches    Backups    Monitoring    Control panel access

SERVICE LEVELS

Hosting Provider will use commercially reasonable efforts to provide vHost availability of at least uptime per calendar month, excluding scheduled maintenance and Force Majeure events. In the event of failure to meet the uptime commitment, Client may be entitled to service credits calculated as described in the Service Credits field.

PAYMENT TERMS

Client shall pay Hosting Provider the fees specified below in exchange for the vHost services and any related managed services.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Either party may also terminate for insolvency, bankruptcy, or assignment for the benefit of creditors. Termination shall not relieve Client of its obligation to pay fees for services rendered through the effective date of termination, except as expressly provided herein.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" includes non-public technical, business and financial information, customer data, system configurations, credentials, and other proprietary materials. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without the use of Confidential Information.

The receiving party shall use Confidential Information only for performance of its obligations under this Agreement and shall restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Upon termination, receiving party shall return or destroy Confidential Information as directed by the disclosing party.

DATA, BACKUPS AND SECURITY

Hosting Provider will implement reasonable administrative, technical, and physical safeguards to protect Client Data and will perform backups at the frequency described in the Scope of Work. Client is responsible for maintaining current copies of Client Data and for testing restores when required. Hosting Provider's backup obligations are limited to the specific backup schedule and retention described in the Scope of Work.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from willful misconduct or gross negligence, both parties' aggregate liability under this Agreement shall be limited to the total amount of fees paid by Client to Hosting Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits.

Client shall indemnify, defend, and hold harmless Hosting Provider from and against third-party claims arising from Client's content, Customer Data, or Client's breach of law or this Agreement. Hosting Provider shall indemnify Client against third-party claims arising from Hosting Provider's gross negligence in providing the services described herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction: , without regard to conflict of laws principles. Exclusive venue for disputes shall be the courts located in the governing jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT AND AMENDMENT

This Agreement, together with any attached Scope of Work and executed exhibits, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that Hosting Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be given in writing to the parties' primary contacts listed above.

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