Miscellaneous Test Servers

MISCELLANEOUS TEST SERVERS AGREEMENT

This Miscellaneous Test Servers Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider operates and maintains server infrastructure and test environments and offers provisioning, configuration, and temporary hosting services for non-production purposes; and

WHEREAS, Client requires access to one or more test servers for development, testing, quality assurance, or staging purposes and desires to engage Provider to supply such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality, and other terms governing the provision and use of such test servers.

SCOPE OF WORK

Provider will provision and maintain test server instances and related services in accordance with the specifications and schedule set forth below. Provider's obligations are limited to the provisioning, basic monitoring, and maintenance expressly described in this Agreement; Client is solely responsible for testing activities, application deployment, and data loaded into test servers.

Backup retention (specify retention period below)
Enhanced monitoring and alerts
24/7 support coverage

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for access to and use of test servers. All fees are non-refundable except as expressly set forth in this Agreement.

Any undisputed amounts not paid when due shall accrue interest at the rate specified above and Provider may suspend access to test servers until amounts are paid in full after providing five (5) business days' written notice to Client.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing Notice Period: days' prior written notice to the other party. Client remains liable for all fees accrued through the effective date of termination and for any non-cancellable third-party fees.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach, or immediately for gross misconduct, illegality, or breach of confidentiality obligations.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is identified 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 includes configuration settings, access credentials, test data, test plans, and system architecture.

Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose such information to any third party except to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations do not apply to information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was known to Recipient prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Discloser's Confidential Information.

INDEMNIFICATION

Client shall indemnify and hold Provider harmless from and against claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of Client's use of the test servers, Client data, or Client's breach of this Agreement, except to the extent such claims are caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, and communications relating thereto. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses above and shall be effective upon receipt.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship.

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