Legal NSP Agreement

LEGAL NSP AGREEMENT

This Network Service Provider Agreement ("Agreement") is made and entered into as of the Effective Date: , by and between Client Name: , and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain network, hosting, management and related services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to provide such services in accordance with the terms and service levels set forth in this Agreement; and

WHEREAS, the parties desire to establish the terms under which Service Provider will deliver the network services and Client will pay for such services.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that by its nature should reasonably be understood to be confidential. Confidential Information includes, without limitation, network designs, configurations, pricing, and proprietary software, but excludes information that is publicly known, rightfully received from a third party without restriction, independently developed, or required to be disclosed by law.

1.2 "Services" means the network, maintenance, monitoring, support and other services to be provided by Service Provider as described in Section 2 and in the Service Description attached or incorporated herein.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Service Provider shall provide network design, provisioning, monitoring, security patching, backup management, and incident response as further described in the Service Description.

3. FEES AND PAYMENT

3.1 Client shall pay Service Provider the Fees set forth in this Section. Fees are due in accordance with the parties' agreed billing cycle and are non-refundable except as expressly set forth in this Agreement.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months unless earlier terminated in accordance with Section 4.2.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Each party shall hold Confidential Information of the other in strict confidence and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Parties shall apply at least the same standard of care to protect Confidential Information as they use to protect their own confidential information, but not less than reasonable care.

5.2 Upon termination or expiration of this Agreement, each party shall return or, at the disclosing party's direction, destroy the other party's Confidential Information, subject to retention to the extent required by law.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

6.2 Work Product. Except as otherwise agreed in writing, Service Provider grants Client a non-exclusive, royalty-free license to use work product delivered under this Agreement solely for Client's internal business operations.

7. WARRANTIES; DISCLAIMERS

7.1 Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement and to perform its obligations hereunder.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner substantially conforming to the Service Description. Except as expressly set forth herein, Service Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from breach of Section 5 (Confidentiality), gross negligence, wilful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

8.2 The aggregate liability of each party under this Agreement shall not exceed the fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim, except as otherwise required by law or for the exceptions set forth in Section 8.1.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence or wilful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and shall permit the indemnifying party to assume control of the defense.

10. COMPLIANCE AND SECURITY

10.1 Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client Data and shall comply with applicable data protection laws in the performance of the Services.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as either party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance.

12.2 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.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, including any attachments and exhibits specifically 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.

14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, accomplishes the economic, legal and commercial objectives of the invalid provision.

15. ADDITIONAL PROVISIONS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

15.2 Force Majeure. Neither party shall be liable for delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

PARTY INFORMATION

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