Server Service Agreement

SERVER SERVICE AGREEMENT

This Server Service Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal address:

and Client Name: with principal address:

Recitals

WHEREAS, Service Provider operates, maintains, and administers server infrastructure and related managed services, and possesses the technical expertise and personnel necessary to provide such services; and

WHEREAS, Client desires to engage Service Provider to provide server hosting, maintenance, monitoring, and related services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform managed server services described below. Services include, at a minimum, the duties and deliverables set forth in the Scope of Work field:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services performed. Fees are exclusive of applicable taxes unless otherwise stated. All fees are non-refundable except as expressly provided in this Agreement.

Invoices are due pursuant to the Billing Schedule. Unpaid amounts shall accrue interest at the rate specified in Late Payment Fee or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. Service Provider may suspend services for material nonpayment after providing written notice and a cure period of days.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that: (a) is or becomes generally available to the public through no breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law or valid legal process provided it gives the Disclosing Party prompt written notice and cooperates in any lawful protective action.

Service Levels and Remedies

Service Provider will use commercially reasonable efforts to meet any agreed service levels described in the Scope of Work. If Service Provider materially fails to meet an agreed service level, Client's sole and exclusive remedy shall be the service credits or other remedies expressly set forth in the Scope of Work. Service credits are conditional upon Client's timely submission of a claim and do not apply where Service Provider's failure results from Client actions, third-party services, force majeure, or Client-provided configuration.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages. Each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of or related to this Agreement.

Entire Agreement; Amendment

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, relating to the subject matter hereof. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information for each party set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered personally, by certified mail, or by commercially recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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