Miscellaneous AWS Components

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS AWS COMPONENTS

THIS AGREEMENT is entered into as of (Effective Date) by and between Client Name: , and Provider Name: .

WHEREAS

WHEREAS, Client requires procurement, configuration, integration, or support of miscellaneous cloud components and services related to Amazon Web Services infrastructure (collectively, Miscellaneous AWS Components); and

WHEREAS, Provider represents that it has the experience, personnel, and technical capability to supply, configure, and, where applicable, maintain such Miscellaneous AWS Components in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope, deliverables, payment, confidentiality, and termination of the services and components provided under this Agreement.

PARTIES & CONTACTS

SCOPE OF WORK

Provider shall perform the services and deliver the components described below in accordance with the specifications, milestones, and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of the maximum rate permitted by applicable law or the rate specified below.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated in accordance with this Agreement.

Start Date: End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Provider may suspend performance for Client's uncured non-payment. Termination shall not relieve Client of payment obligations for Services performed and Components delivered prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated confidential or that by its nature ought reasonably to be treated as confidential, including but not limited to architecture diagrams, credentials, security configurations, pricing, and trade secrets. Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall maintain the confidentiality of Confidential Information using the same degree of care it uses to protect its own confidential information but not less than reasonable care, shall use Confidential Information solely for the purposes of performing this Agreement, and shall not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law in which case the information shall remain subject to confidentiality obligations until such retention period expires.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise expressly agreed in writing, Provider retains ownership of its pre-existing intellectual property, tooling, and methodologies. Provider grants Client a non-exclusive, non-transferable, revocable license to use deliverables solely for Client's internal business purposes, subject to payment in full. Client retains ownership of its pre-existing data and any materials provided to Provider. New intellectual property created jointly shall be allocated by written agreement.

LIMITATION OF LIABILITY & INDEMNITY

Except for breach of confidentiality, gross negligence, willful misconduct, or infringement of third-party intellectual property, neither party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Provider shall indemnify Client for third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services; Client shall indemnify Provider for claims arising from Client's misuse of deliverables or Client-supplied content.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within thirty (30) days, disputes may be submitted to binding arbitration in accordance with the arbitration rules chosen by the parties.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, purchase orders, and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. No amendment or waiver shall be binding unless executed in writing by authorized representatives of both parties.

SURVIVAL

Any provision that by its nature should survive termination or expiration of this Agreement shall survive, including but not limited to payment obligations, confidentiality, indemnity, limitation of liability, and ownership provisions.

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