Legal CSP Contract

LEGAL CSP CONTRACT

THIS CLOUD SERVICE PROVIDER AGREEMENT (the "Agreement") is entered into as of by and between Client Name: with principal place of business at and Cloud Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Provider operates and provides cloud-based infrastructure, platform and software services and related support; and

WHEREAS, Client desires to retain Provider to deliver certain cloud services and Provider is willing to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement govern the parties' rights and obligations with respect to the provision and use of the services described herein.

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

1. DEFINITIONS

1.1 "Services" means the cloud computing services, maintenance, support and other deliverables to be provided by Provider to Client as described in the Statement of Work attached hereto. The Parties agree that the core Services include those set out in the Service Description below.

2. SCOPE OF SERVICES

2.1 Provider shall provide the Services in accordance with the service levels specified in the Service Level Agreement (SLA). Provider will use commercially reasonable efforts to maintain the availability and performance of the Services.

2.2 Provider will provide support and maintenance as specified herein. Requests for support shall be made to Provider's support contact identified in the Notices section.

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees set forth below and in any applicable Statement of Work. All fees are non-refundable unless otherwise expressly stated.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all taxes associated with the Services, excluding taxes based on Provider's net income.

4. TERM AND TERMINATION

4.1 The initial term of this Agreement shall commence on the effective date and continue for unless earlier terminated as provided herein.

4.2 Either party may terminate this Agreement for cause if the other party materially breaches its obligations and fails to cure such breach within days after written notice.

5. CONFIDENTIALITY

5.1 Each party (the "Receiving Party") shall hold in confidence all Confidential Information of the other party (the "Disclosing Party") and shall not disclose such Confidential Information except as permitted by this Agreement. Confidential Information includes nonpublic business, technical and financial information disclosed by the Disclosing Party.

5.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without breach of obligations; or (d) is independently developed.

6. DATA SECURITY AND PRIVACY

6.1 Provider shall implement and maintain administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction in accordance with industry standards. Provider shall notify Client of any confirmed data breach affecting Client Data within days of discovery.

7. INTELLECTUAL PROPERTY

7.1 Except for Client Data and Client-owned materials, Provider retains all right, title and interest in and to the Services, including all software, tools, processes and know-how. Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Services during the term solely for Client's internal business purposes.

7.2 Client retains all right, title and interest in Client Data. Provider shall not use Client Data except to provide the Services or as otherwise permitted in writing by Client.

8. INDEMNIFICATION

8.1 Provider shall defend, indemnify and hold harmless Client from and against any third party claims alleging that Provider's grossly negligent acts or willful misconduct in providing the Services caused bodily injury or direct property damage, and Provider shall pay any resulting damages finally awarded.

8.2 Client shall indemnify Provider for liabilities arising from Client's breach of this Agreement, misuse of the Services, or Client Data that infringes third party rights.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE PRIOR TWELVE (12) MONTHS, WHICHEVER IS LESS.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution of this Agreement has been duly authorized by all necessary corporate action.

10.2 Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE FOREGOING WARRANTY SHALL BE CONTAINED IN THE SERVICE LEVEL REMEDIES SET FORTH IN THE SLA.

11. COMPLIANCE

11.1 Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including data protection and export control laws where applicable.

12. NOTICES

12.1 All notices, requests, demands and other communications required or permitted by this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party designates by notice in accordance with this section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

14.2 This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid provision that achieves the original intent to the greatest extent possible.

15. MISCELLANEOUS

15.1 The parties agree to cooperate in good faith to resolve disputes arising under this Agreement. If the parties are unable to resolve a dispute amicably, either party may seek any remedy available at law or in equity.

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