Resource Allocation Agreement

Resource Allocation Agreement

This Resource Allocation Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider owns, controls, or otherwise has the right to allocate the resources listed in this Agreement and is willing to allocate such resources to Recipient on the terms and conditions set forth herein; and

WHEREAS, Recipient requires access to certain resources to perform its business operations and agrees to accept the allocation subject to the terms, limitations, and consideration described in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations regarding allocation, use, payment, confidentiality, and termination in a single agreement.

Scope of Work

Provider will make available the resources described above for the purposes and during the periods set forth in the Allocation Schedule. Provider retains title to all hardware, software, materials, and other tangible items provided unless otherwise expressly transferred in writing.

Payment Terms

Unless otherwise agreed in writing, amounts invoiced by Provider are due within days of invoice receipt. Late payments will accrue a late fee of % per month (or the maximum permitted by law, if less), calculated monthly on the unpaid balance.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Recipient of payment obligations for resources provided prior to the effective date of termination.

Confidentiality

"Confidential Information" means any non-public business, technical, financial or operational information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with this Agreement, whether disclosed orally, visually or in writing. Recipient will (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, not less than those it uses to protect its own similar information.

Confidential Information does not include information that: (i) was lawfully known to Recipient prior to disclosure; (ii) becomes publicly known through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or at Discloser's direction, Recipient will promptly return or destroy Confidential Information and certify such return or destruction in writing.

Allocation Rights; Restrictions

Provider grants Recipient a revocable, non-transferable right to use the allocated resources solely for the purposes set forth in this Agreement. Recipient shall not assign, sublicense, resell, or otherwise transfer the allocated resources without Provider's prior written consent. Recipient shall comply with all applicable laws and with Provider's reasonable policies relating to safety, security, and use of the resources.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against third-party claims arising from its negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

Notices shall be in writing and delivered to the addresses set forth above (or such other address as a party designates by notice). Notices are effective upon receipt.

Governing Law

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

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless made in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either party in exercising any right will operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

Signatures

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