Miscellaneous Azure Server Agreement

MISCELLANEOUS AZURE SERVER AGREEMENT

This Miscellaneous Azure Server Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal business address and Service Provider Name: with principal business address .

WHEREAS

1. Client requires the provisioning, configuration, hosting and optional management of virtual server instances and related cloud services within the Azure cloud platform to support the Client's applications and workloads.

2. Provider represents that it possesses the skills, personnel and commercial licensing necessary to provision, configure, manage and maintain Azure server resources in accordance with the Scope of Work detailed below, and will perform such services in a commercially reasonable manner consistent with industry standards.

3. The parties desire to set forth herein the terms and conditions under which Provider will deliver Azure server infrastructure, managed services, backups and related professional services to Client.

SCOPE OF WORK

Services shall include, as applicable, virtual machine provisioning, network and storage configuration, operating system installation and hardening, deployment of required middleware, scheduled backups, monitoring configuration, patch management where selected, and documented runbooks for operational procedures. Any change to the Scope of Work that materially alters costs or schedule shall be documented and executed as a written change order signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. All amounts are payable in the currency stated on the invoice. Provider reserves the right to suspend provisioning or management services for unpaid invoices after ten (10) days' written notice of nonpayment.

Client is responsible for all applicable taxes, duties or governmental charges associated with amounts payable under this Agreement, excluding taxes on Provider's net income.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Termination for convenience shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Upon termination for any reason Provider shall, at Client's request and subject to payment of outstanding fees, provide a commercially reasonable transition of services and handover of Client data.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is or becomes generally available to the public through no wrongful act of the Receiving Party, that was already lawfully known to the Receiving Party prior to disclosure, or that is independently developed without using the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

DATA SECURITY, BACKUPS AND RESIDENCY

Provider shall implement and maintain administrative, technical and physical safeguards appropriate for the nature of Client Data hosted on Azure, including reasonable encryption and access controls. Provider shall perform backups as described in the Scope of Work. Client may specify data residency or region requirements: Residency Requirement:

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, each party's aggregate liability under or in connection with this Agreement shall be limited to the greater of (i) the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability, or (ii) .

Provider agrees to indemnify, defend and hold harmless Client from third-party claims to the extent arising from Provider's negligent acts or omissions in provisioning or managing the Azure server infrastructure, provided Client promptly notifies Provider in writing of any claim and cooperates in the defense.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the contact details provided above or such other address as either party may designate by notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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