Server Rental Agreement

SERVER RENTAL AGREEMENT

This Server Rental Agreement ("Agreement") is made and entered into as of by and between Provider Name: with principal address , and Client Name: with principal address .

Recitals

WHEREAS, Provider owns, leases, or otherwise controls server hardware, related equipment, and associated services suitable for hosting and processing Client workloads; and

WHEREAS, Client desires to rent specified server hardware, rack space, connectivity, and associated maintenance from Provider under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Rental

Provider will make available to Client the server hardware and services specified below. Provider shall deliver, install (if applicable), and maintain the equipment described in the Scope of Work. Specific hardware configuration, network connectivity, IP assignments, and any service-level entitlements shall be set forth in the Scope of Work below.

Payment Terms

Client shall pay Provider fees for the rental and related services according to the schedule below. All payments are due in U.S. dollars unless otherwise agreed in writing. Provider may suspend services for nonpayment in accordance with the notice provisions of this Agreement.

Any undisputed amount not paid within days of the invoice due date shall be subject to a late fee of percent per month on the overdue balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Provider may also terminate immediately for Client's material breach that is not cured within 15 days after written notice. Upon termination Client shall return or pay for any unreturned equipment in accordance with the fair market valuation method set forth in the Scope of Work.

Delivery, Installation and Maintenance

Provider will deliver and, if specified in the Scope of Work, install and commission the equipment at Provider's facility or other agreed location. Provider shall use commercially reasonable efforts to provide maintenance and hardware replacement as set forth in the Scope of Work. Scheduled maintenance windows will be communicated in advance; emergency maintenance may be performed with notice as soon as practicable.

Access, Use, and Client Data

Client retains ownership of all data uploaded to the Provider's servers. Provider will implement reasonable administrative, physical, and technical safeguards to protect Client data. Provider is not responsible for Client's loss of data unless caused by Provider's gross negligence or willful misconduct. Client is responsible for securing its own applications, credentials, and backups.

Confidentiality

Each party shall keep confidential all nonpublic information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information") and shall not disclose such information except to employees, contractors, or professional advisors who have a need to know and are bound to confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations will survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE PRIOR SIX (6) MONTHS.

Insurance

Provider shall maintain commercially reasonable insurance covering loss or damage to equipment and liability arising from Provider's operations. Upon reasonable request, Provider will furnish certificates of insurance evidencing coverage.

Governing Law and 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 agree to submit to the exclusive jurisdiction of the courts located in that state for disputes that are not subject to mandatory arbitration.

Notices

Entire Agreement

This Agreement, including the Scope of Work and any exhibits or schedules executed by the parties, 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. Any amendment or waiver must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to a successor in interest in connection with a sale of substantially all of its assets.

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