Internet Hosting Agreement

INTERNET HOSTING AGREEMENT

Parties and Recitals

This Internet Hosting Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with principal address: and Client Name: with principal address:

WHEREAS, Provider operates and maintains internet hosting facilities and associated services; and

WHEREAS, Client wishes to obtain hosting services from Provider on the terms and conditions set forth herein.

Scope of Work

Service Levels

Provider will use commercially reasonable efforts to provide hosting services with an uptime commitment of per calendar month. Scheduled maintenance shall be announced not less than prior to downtime. In the event Provider fails to meet the uptime commitment, Client's sole and exclusive remedy will be service credits calculated as:

Payment Terms

Invoices are due and payable within days of invoice date. Initial payment or deposit due on . Overdue amounts shall accrue interest at , and Client will reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: . Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

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 understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes public through no breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party, or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration, the receiving party shall return or, at the disclosing party's election, destroy Confidential Information within days and certify in writing to the disclosing party that it has done so, except to the extent retention is required by law or in archival backups where practical steps will be taken to preserve confidentiality.

Data Ownership and Security

Client retains all right, title and interest in and to Client Data uploaded to Provider systems. Provider will implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of Client Data, and will not access Client Data except as reasonably necessary to perform the services or as required by law. Provider shall notify Client without undue delay upon becoming aware of any security breach affecting Client Data and shall cooperate with Client to investigate and remediate the incident.

Support and Maintenance

Provider shall provide support during the hours of with emergency support available . Provider will use reasonable efforts to respond to support requests within the response times set forth in the Service Levels.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, business interruption or loss of data, even if advised of the possibility of such damages. Provider's aggregate liability for all claims arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Client Data, Client's use of the services in violation of applicable law, or Client's breach of this Agreement. Provider shall indemnify, defend and hold harmless Client from and against third-party claims to the extent caused by Provider's gross negligence or willful misconduct in providing the services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that disputes shall first be referred to senior business representatives for good-faith negotiation prior to initiating litigation; nothing in this paragraph prevents either party from seeking injunctive relief.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, representations, understandings and agreements. No amendment or modification will be binding unless in writing and signed by authorized representatives of both parties.

Notices

Administrative Contacts

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