IT Services Virtual Private Servers Proposal

IT Services Virtual Private Servers Proposal

PARTIES AND PROPOSAL IDENTIFIERS

Provider Name:     Provider Address:

Client Name:     Client Address:

Proposal Date:     Proposal Reference:

RECITALS

WHEREAS, Client Name: desires to obtain certain virtual private server hosting, management and ancillary services; and

WHEREAS, Provider Name: represents that it is qualified to provide such services under the terms set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Managed Support Included:    Monitoring Only:

PAYMENT TERMS

Total Monthly Service Fee: $ (sum of monthly fees for listed VPS instances)

Invoices are due Net days from invoice date. Late payments shall accrue interest at (or the maximum lawful rate, if lower).

TERM AND TERMINATION

Effective Date: .     Initial Term Expires:

Thereafter this Agreement shall . Either party may terminate for material breach if the breaching party fails to cure within days after written notice.

Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay for all services performed and non-cancellable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known without breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is received without restriction from a third party rightfully possessing such information; or (d) is independently developed by the Receiving Party without use of Confidential Information.

The Receiving Party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) limit access to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, special, punitive or consequential damages, including loss of profits, regardless of theory of liability. Each party's aggregate liability for claims arising out of this Agreement shall be limited to the greater of (a) direct damages up to twelve (12) months of fees paid by Client under this Agreement, or (b) $10,000.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by Client Governing State: without regard to conflicts of law principles. Venue for any dispute shall lie exclusively in the courts of that jurisdiction.

ENTIRE AGREEMENT

This Proposal, together with any executed Change Orders and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

AUTHORIZATION

By signing below, each party represents and warrants that it is duly authorized to enter into this Proposal, that the individual signing this Proposal on its behalf has the authority to bind the party, and that the receiving party will comply with all terms herein.

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