RTO Service Contract

RTO SERVICE CONTRACT

This RTO Service Contract ("Agreement") is made as of Effective Date: by and between Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider offers disaster recovery services, infrastructure failover and restoration services designed to meet specified recovery time objectives (RTOs); and

WHEREAS, Client desires to engage Provider to provide RTO services for the systems and applications identified in the Service Schedule and to ensure specified recovery performance; and

WHEREAS, Provider is willing to provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide disaster recovery planning, failover execution, data restoration, and other services described in the Service Schedule attached hereto and incorporated by reference. Provider shall use commercially reasonable efforts to effect recovery in accordance with the recovery time objective specified for each covered system.

1.2 Service Schedule. The Parties shall complete the Service Schedule identifying Covered Systems, RTO targets, and acceptance criteria. Description of Covered Systems:

1.3 Service Levels. Provider commits to an RTO for each Covered System as set forth in the Service Schedule. Agreed uptime objective (percentage): . Recovery Time Objective (hours): . Scheduled testing frequency: .

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided in this Agreement. Thereafter this Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least 60 days prior to expiration.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule. Base service fee: per .

3.2 Invoicing and Payment. Provider shall invoice Client in accordance with the Fee Schedule. Invoices are due within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Billing Disputes. Client must notify Provider in writing within 30 days of receipt of an invoice of any disputed amounts. The undisputed portion shall remain payable pending resolution.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that by its nature should reasonably be understood to be confidential.

4.2 Obligations. The receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving Party's possession without restriction prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party receives prompt notice to seek a protective order.

5. DATA PROTECTION AND SECURITY

5.1 Compliance. Each Party shall comply with applicable data protection and privacy laws in connection with processing personal data. Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the risk to protect Client Data against unauthorized access, destruction, disclosure or modification.

5.2 Incident Response. Provider shall notify Client without undue delay upon becoming aware of any security incident affecting Client Data, provide reasonable cooperation, and take commercially reasonable steps to contain and remediate the incident.

6. INTELLECTUAL PROPERTY

6.1 Client IP. Client retains all right, title and interest in its pre-existing data, software, and intellectual property ("Client IP"). Provider acquires no rights in Client IP except the limited right to process Client IP to provide the Services.

6.2 Provider Tools. Provider owns all rights in its tools, methodologies, and software not specifically developed for Client under this Agreement ("Provider Tools"). Provider grants Client a non-exclusive, non-transferable license to any Provider Tools delivered to Client solely to the extent necessary for Client to use the Services.

7. WARRANTIES; DISCLAIMER

7.1 Limited Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner and in accordance with the Service Schedule. Provider's sole obligation for breach of this warranty shall be to re-perform the nonconforming Services, or if Provider cannot practicably remedy the nonconformity, to refund fees paid for the affected Services.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of this Agreement, and from claims that the Services infringe a third party's intellectual property rights, provided Client (a) gives prompt written notice of the claim, (b) grants Provider sole control of the defense and settlement, and (c) cooperates reasonably with Provider.

8.2 Client Indemnity. Client shall indemnify and hold Provider harmless from claims arising out of Client Data, Client's use of Services in violation of this Agreement, or Client's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Liability cap amount (if different): .

10. INSURANCE

Provider shall maintain, at its expense, commercial general liability insurance and professional liability/errors & omissions insurance in amounts customary for providers of similar services. Provider shall provide certificates of insurance upon Client's request.

11. TERMINATION

11.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

11.2 For Convenience. Client may terminate this Agreement for convenience upon providing Provider with at least days' written notice; termination fees may apply as set forth in the Fee Schedule.

12. REMEDIES

Remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Either Party may seek injunctive relief to prevent unauthorized disclosure of Confidential Information or to preserve the status quo pending resolution of a dispute.

13. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt). Notices to Provider:

Notices to Client:

14. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

15. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

17. ENTIRE AGREEMENT

This Agreement, together with any attachments and the Service Schedule, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed to be original signatures.

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