Server Relocation Agreement

Server Relocation Agreement

This Server Relocation Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client operates data center equipment and servers at the premises located at ; and

WHEREAS, Service Provider has expertise, personnel, equipment and insurance necessary to perform relocation, decommissioning, transport and recommissioning of servers and associated equipment; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will relocate Client's equipment to .

SCOPE OF WORK

Work includes but is not limited to: inventory and labeling of equipment, graceful shutdown, disconnection of cabling and power, secure packing, transportation, staging, reinstallation, cable reconnection, power-up, configuration verification and hands-on acceptance testing as set forth in Acceptance Testing below. Any items excluded are listed here:

PAYMENT TERMS

Invoices will be delivered according to the payment schedule. Late payments shall accrue interest at the rate of on the outstanding balance, plus reasonable collection costs. Client shall reimburse Provider for any duties, taxes or import/export fees if applicable.

TERM AND TERMINATION

This Agreement commences on and shall continue until completion of the Services or until , unless earlier terminated in accordance with this section.

Either party may terminate for material breach upon written notice to the other if the breach is not cured within days. Either party may terminate for convenience upon days' prior written notice. On termination, Client will pay Provider for services performed and documented expenses through the termination date.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" includes non-public technical and business information, system diagrams, passwords, configurations, security procedures and data. Receiving party shall (i) use such Confidential Information solely to perform obligations under this Agreement; (ii) protect it with the same degree of care as its own confidential information but not less than reasonable care; and (iii) not disclose it to third parties except to those employees, agents and subcontractors who need access to perform the Agreement and who are bound by confidentiality obligations no less restrictive than this Agreement. Confidentiality obligations shall survive for years following termination, except to the extent disclosure is required by law, regulation, or court order (provided receiving party gives prompt notice where lawful).

INSURANCE; LIMITATION OF LIABILITY

Provider shall maintain, at its expense, insurance customary for relocation services, including commercial general liability, automobile liability and cargo insurance. Provider's liability for direct damages arising from Provider's negligence or breach shall be limited to the total amount paid by Client under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages except for claims arising from willful misconduct or gross negligence.

ACCESS, SITE CONDITIONS AND EQUIPMENT

Client warrants that the premises are ready for relocation operations on the scheduled dates, including safe and reasonable access, adequate power, environmental controls and any required permits. Client is responsible for backup of data prior to relocation. Provider will exercise due care in handling equipment but Client is encouraged to have verified backups. Any special equipment, oversized racks or hazardous materials must be disclosed in advance.

CHANGE ORDERS

Any changes in scope, schedule or specifications must be documented in a written change order signed by both parties. Change orders may affect price and schedule; work performed without an executed change order that increases cost will be billed to Client and is payable in accordance with Payment Terms.

ACCEPTANCE TESTING

Upon completion of reinstallation, Provider will conduct acceptance testing described in the Scope of Work. Client shall have business days to report defects. Absent timely notice, the work will be deemed accepted.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt to resolve disputes in good faith by escalation to senior executives prior to commencing litigation or arbitration.

ENTIRE AGREEMENT; ASSIGNMENT

This Agreement, together with any executed change orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Neither party may assign its rights or obligations without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

MISCELLANEOUS

If any provision is held invalid, the remaining provisions shall remain in full force. Waiver of any provision shall be effective only in writing. Notices shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

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