IT Services Hosting Agreement

IT SERVICES HOSTING AGREEMENT

This IT Services Hosting Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates certain information technology systems and requires secure hosting, maintenance, and managed services for applications and data; and

WHEREAS, Service Provider possesses the technical expertise, facilities, and personnel to provide managed hosting, monitoring, backup, and related IT services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the hosting and management of Client systems and data.

1. SCOPE OF WORK

Service Provider shall provide managed hosting and related IT services as described below. The scope includes, but is not limited to, system provisioning, monitoring, backups, security patching, incident response, and technical support in accordance with Service Provider's standard operating procedures and the additional specifics provided by Client.

2. SERVICE LEVELS AND FACILITIES

Service Provider will maintain physical and logical security controls reasonably required to host and protect Client systems and data. Service Provider shall use commercially reasonable efforts to provide hosting availability of excluding scheduled maintenance.

Backup frequency: . Recovery Time Objective (RTO): . Recovery Point Objective (RPO): .

3. PAYMENT TERMS

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less.

4. TERM AND TERMINATION

Term: This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

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

5. CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business information, system designs, customer data, and security credentials.

Obligation: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except to personnel, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: 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 use of the other party's Confidential Information.

6. DATA PROTECTION AND DATA OWNERSHIP

Ownership: Client retains all right, title, and interest in and to Client Data. Service Provider shall not claim any ownership interest in Client Data.

Data Handling: Service Provider will process Client Data in accordance with documented instructions from Client, maintain reasonable technical and organizational measures to protect Client Data, and promptly notify Client of any unauthorized access or data breach affecting Client Data.

7. WARRANTIES; LIMITATIONS OF LIABILITY

Warranties: Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, services are provided "AS IS" and ALL OTHER WARRANTIES ARE DISCLAIMED.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of third party rights, neither party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages, and aggregate direct damages shall be limited to the total fees paid by Client under this Agreement during the twelve (12) month period preceding the claim.

8. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary in the industry for providers performing similar services. Upon request, Service Provider will provide certificates of insurance reasonably requested by Client.

9. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Dispute Resolution: The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executive officers. If unresolved, the parties may pursue any remedy available at law or in equity in the courts of the governing jurisdiction.

10. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: No amendment or modification to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided Client is given written notice.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

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