Remote Hosting Agreement

REMOTE HOSTING AGREEMENT

This Remote Hosting Agreement (the Agreement) is entered into between Client Name: with address: and Host Name: with address: .

WHEREAS

WHEREAS, Host operates infrastructure and systems to provide remote hosting, storage, and associated managed services; and

WHEREAS, Client desires to obtain remote hosting services from Host and Host is willing to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth herein the scope, fees, security obligations, confidentiality protections, and allocation of risk between them.

1. Scope of Work

Host shall provide remote hosting services as described above, including but not limited to provisioning of compute and storage resources, network connectivity, routine maintenance, monitoring, and agreed backups. Host will maintain the environment in a commercially reasonable manner consistent with industry standards.

2. Service Levels and Responsibilities

Host will use commercially reasonable efforts to provide availability consistent with the service levels set forth in the Services Description. Host shall perform routine monitoring, apply security patches in accordance with the agreed maintenance windows, and respond to incidents as set forth in the Scope of Work. Client is responsible for maintaining Client data, user access credentials, and for promptly reporting incidents to Host.

3. Payment Terms

All amounts are payable in U.S. dollars unless otherwise agreed in writing. If Client fails to pay any undisputed amount when due, Host may suspend services after providing the notice period set forth in Section 5. Client shall reimburse Host for reasonable collection costs and interest on overdue amounts at the rate stated above.

4. 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 for material breach by the other Party that remains uncured thirty (30) days after written notice, or immediately for insolvency or unlawful conduct affecting the performance of obligations. Upon termination, Client shall pay for services rendered up to the effective date of termination and Host will provide a reasonable period to retrieve Client data in accordance with the Data Return and Deletion provisions.

5. Confidentiality

Each Party (Receiving Party) shall keep confidential all non-public information disclosed by the other Party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information excludes information that: (a) is or becomes public other than by breach of this Agreement; (b) was in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed. Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6. Data Protection, Security and Backups

Host shall implement and maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration, or destruction. Host shall perform regular backups as specified in the Scope of Work and shall maintain procedures for incident response. Client is responsible for protecting credentials and ensuring authorized user access. Host shall notify Client of any confirmed security breach affecting Client data without undue delay.

7. Intellectual Property

Each Party retains all right, title and interest in its pre-existing intellectual property. Client retains ownership of Client Data. Host retains ownership of its platform, tools, software, and any enhancements (collectively Host Technology). Nothing in this Agreement grants Client any right, title or interest in Host Technology except for the limited, non-exclusive right to access and use the hosting services as provided herein.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. HOST’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO HOST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

Client shall indemnify, defend and hold harmless Host and its officers, directors and employees from and against any third-party claims arising out of Client Data, Client’s use of the Services in violation of this Agreement, or Client’s breach of applicable law. Host shall indemnify, defend and hold harmless Client from third-party claims alleging that Host Technology, as provided, infringes a third party’s valid intellectual property rights, provided Host is given prompt notice and sole control of the defense and settlement.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state indicated above, without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes amicably before initiating litigation.

11. Entire Agreement and Amendments

This Agreement, together with the Scope of Work and any attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings and agreements. Any amendments must be in writing and signed by authorized representatives of both Parties.

12. Data Return and Deletion

Upon expiration or termination, Host shall, at Client’s election, return Client Data in a commonly used format and/or securely delete Client Data within a commercially reasonable period, subject to Host’s obligation to retain data to comply with applicable law. Fees for data export or extended storage may apply as set forth in the Scope of Work.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force. Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

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