Professional Hosting Contract

PROFESSIONAL HOSTING CONTRACT

This Professional Hosting Contract ("Agreement") is entered into as of by and between Client Name: (the "Client"), and Hosting Provider Name: (the "Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing commercial hosting services, infrastructure, support and related professional services; and

WHEREAS, Client desires to retain Provider to host and operate certain Client websites, applications, data and related services and Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider shall provide hosting services consistent with the service levels, security controls and fees described herein.

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

1. SERVICES

1.1 Scope. Provider shall deliver hosting services as described in the Service Description below and any attachments executed by the parties. Provider will maintain the infrastructure, perform routine maintenance, backups and technical support necessary to make the hosted assets available to authorized end users.

1.2 Location. Hosting shall be provided from Provider facilities designated by Provider. Provider will use commercially reasonable measures to maintain redundancy and availability.

2. TERM

2.1 Term. The initial term begins on the Start Date: and continues for a period of year(s) unless earlier terminated as provided herein.

2.2 Renewal. The Agreement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees described below and in any executed order forms. Fees are due in accordance with Provider’s invoice terms and are non-refundable except as expressly provided.

3.2 Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for costs of collection and reasonable attorneys’ fees.

4. SERVICE LEVELS; CREDITS

4.1 Uptime. Provider warrants target monthly uptime of . Scheduled maintenance windows will be excluded from uptime calculations where notice is provided.

5. CLIENT OBLIGATIONS

5.1 Cooperation. Client will provide timely access, credentials, materials, approvals and information reasonably necessary for Provider to perform the services. Client is responsible for the content of the hosted materials and shall comply with all applicable laws.

6. DATA PROTECTION AND BACKUPS

6.1 Security. Provider shall implement and maintain reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Client Data.

6.2 Data Ownership. Client retains all right, title and interest in and to Client Data. Provider may process Client Data only to provide the services and for internal operational purposes consistent with this Agreement.

7. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use, except in performance of its obligations hereunder, any Confidential Information of the other party. Confidential Information includes business, technical and financial information disclosed in any form.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Client retains ownership of Client Data and Client-owned intellectual property. Provider retains ownership of any Provider pre-existing technology, tools and materials used to provide the services.

8.2 License. Client grants to Provider a limited, non-exclusive, revocable license to use Client Data solely as necessary to perform the services under this Agreement.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from claims arising out of Provider’s gross negligence or willful misconduct in providing the services.

11.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from claims arising from Client Data, Client’s breach of law, or Client’s infringement of third-party rights.

12. INSURANCE

Provider shall maintain commercial general liability and technology errors and omissions insurance with limits customary for comparable providers. Provider shall provide evidence of insurance upon reasonable request.

13. TERMINATION

13.1 For Cause. Either party may terminate this Agreement for material breach if such breach is not cured within days after written notice.

13.2 For Convenience. Either party may terminate for convenience upon days’ prior written notice. Upon termination, Client shall pay all fees accrued through the effective date of termination.

14. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail or overnight courier and shall be effective upon receipt.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach will constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

17. MISCELLANEOUS

The parties acknowledge that each has had the opportunity to consult with counsel. Headings are for convenience only and do not affect interpretation. All obligations that by their nature should survive termination of this Agreement will survive.

ATTACHMENTS

The following attachments, if completed and signed by the parties, are incorporated into this Agreement: Order Form, Service Level Exhibit, Security Addendum.

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