Legal Azure Agreement

LEGAL AZURE AGREEMENT

This Legal Azure Agreement (the "Agreement") is entered into as of by and between Provider Name: , an entity organized as Corporation Limited Liability Company Individual Other, with principal place of business at (\"Provider\"), and Client Name: , an entity organized as Corporation Limited Liability Company Individual Other, with principal place of business at (\"Client\").

Recitals

WHEREAS, Provider operates cloud infrastructure and platform services and is capable of hosting, deploying, and operating Client applications and data in Provider-managed cloud environments (the "Platform");

WHEREAS, Client desires to procure certain Platform services, support, and associated professional services from Provider, and Provider is willing to provide such services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth the mutual rights and obligations with respect to the provision, use, security, and governance of the services and data processed in connection with the Platform.

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

1. Definitions

For purposes of this Agreement: "Services" means the cloud computing, storage, networking, platform, and ancillary services described in Statement of Work(s) executed under this Agreement; "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential; and "Personal Data" means any information relating to an identified or identifiable natural person processed by Provider on behalf of Client.

2. Services

Provider shall provide the Services described in each applicable Statement of Work, which shall specify scope, deliverables, service levels, and fees. Provider will use commercially reasonable efforts to perform the Services in a professional manner consistent with industry standards. Client shall provide timely cooperation, information, access, and approvals as reasonably required for Provider to perform the Services.

3. Fees and Payment

Client shall pay Provider the fees set forth in each Statement of Work. Unless otherwise agreed, fees are due within days of invoice. All fees are exclusive of taxes; Client shall remit any applicable taxes (other than taxes based on Provider's net income). Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. Term and Termination

The initial term commences on the Effective Date and continues for months unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Provider may suspend Services for nonpayment after ten (10) days' written notice. Termination shall not relieve Client of its obligation to pay accrued fees.

5. Confidentiality

Each party shall: (a) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that becomes publicly available through no breach of this Agreement, was independently developed, or was rightfully received from a third party without restriction.

6. Data Protection and Security

Provider shall implement and maintain administrative, physical, and technical measures reasonably designed to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. Provider will process Personal Data only on documented instructions from Client and shall not transfer Personal Data to any third-party processor without Client's documented consent, except as required by law. Client represents that it has lawful basis to provide Personal Data to Provider and is responsible for the accuracy and legality of such data.

7. Intellectual Property

Except as expressly provided herein, each party retains all right, title and interest in and to its preexisting intellectual property. Client grants Provider a limited, non-exclusive, worldwide license to host, copy, and use Client Data solely to perform the Services. Provider grants Client a non-exclusive right to use deliverables as specified in the applicable Statement of Work. Any provider-created tooling or platform not specifically developed as a bespoke deliverable shall remain Provider's sole property.

8. Warranties; Disclaimer

Provider warrants that it will perform Services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INFRINGEMENT, EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

Client shall indemnify and hold harmless Provider from and against any third-party claims arising out of Client Data, Client's use of the Services in violation of this Agreement, or Client's negligence or willful misconduct. Provider shall indemnify Client against third-party claims that the Platform as provided by Provider infringes a third party's intellectual property rights, provided that Client provides prompt notice and reasonable cooperation; Provider's indemnity obligation does not apply to modifications made by Client or to combinations with non-Provider products.

11. Service Levels and Remedies

Service level commitments, if any, shall be set forth in the applicable Statement of Work. Remedies for any failure to meet service levels are limited to the credits or other remedies expressly described in such Statement of Work. Such credits shall be Client's sole and exclusive remedy for service-level failures.

12. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail, or overnight courier, or by email to the address specified below with confirmation of receipt.

13. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or to an affiliate. Any attempt to assign in violation of this section shall be void.

14. Amendments; Waiver

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right, and no waiver shall be effective unless in writing and signed by the waiving party.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state designated below without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction.

16. Entire Agreement

This Agreement, together with all executed Statements of Work and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, relating to such subject matter.

17. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the greatest extent possible.

18. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for purposes of this Agreement.

Additional Provisions

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