IT Virtual Server Proposal

IT Virtual Server Proposal

Provider Name:    Client Name:

WHEREAS

WHEREAS, Provider is in the business of provisioning and managing virtual server infrastructure, including provisioning, monitoring, backup and technical support; and

WHEREAS, Client desires to engage Provider to provision and manage one or more virtual servers in accordance with the terms and conditions set forth in this Proposal and the accompanying agreement; and

WHEREAS, the parties agree that this Proposal, when executed by both parties, will constitute the binding agreement for the services described herein effective as of Effective Date:

Scope of Work

Provider will deliver the virtual server environment and related managed services described below. Provider shall perform all work in a professional manner consistent with industry standards and shall use commercially reasonable efforts to meet scheduled milestones.

Server Specifications

CPU Cores:    RAM:    Storage:

Operating System:    Public IPs:

Monthly Bandwidth Allowance:    Backup Frequency:    SLA Uptime:

Managed Monitoring:    Patch Management:    Routine Backups Included:

Payment Terms

Setup Fee (one-time):

Monthly Recurring Fee:    Billing Frequency:

Payment Due Within (days):    Late Payment Fee:

Accepted Payment Methods:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Proposal for convenience upon written notice to the other party not less than days prior to the intended termination date. Provider may terminate immediately for Client material breach if the breach remains uncured fifteen (15) days after written notice. Termination shall not relieve Client of payment obligations for services performed prior to termination or for any non-cancellable third-party commitments incurred by Provider on Client's behalf.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information only to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those hereunder; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Proposal, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information. Upon termination, the receiving party shall return or destroy the disclosing party's Confidential Information as requested.

Security and Data Ownership

Provider shall maintain reasonable technical and organizational security measures appropriate to the nature of the hosted data. Client retains all rights, title and interest in its data. Provider shall not access Client data except as necessary to provide services, comply with law, or at Client's direction. Provider shall promptly notify Client of any confirmed data breach affecting Client data and cooperate in incident response activities as reasonably requested by Client.

Acceptance Criteria and Change Orders

Liability, Indemnity and Warranties

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S AGGREGATE LIABILITY UNDER THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. EACH PARTY SHALL INDEMNIFY THE OTHER AGAINST THIRD-PARTY CLAIMS ARISING FROM ITS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law; Entire Agreement

This Proposal shall be governed by and construed in accordance with the laws of: , without regard to its conflict of law principles. This Proposal, together with any executed Statements of Work and accepted Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements or representations, written or oral, regarding such subject matter.

Additional Provisions

Notices shall be in writing and delivered to the contact information set forth below. The parties agree to attempt to resolve disputes by good faith negotiation prior to initiating formal dispute resolution. If any provision is found unenforceable, the remainder will remain in full force and effect.

Acknowledgement

By executing below, the parties acknowledge that they have read, understood and agree to be bound by the terms of this Proposal.

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