Server Upgrades Agreement

SERVER UPGRADES AGREEMENT

Effective Date:

RECITALS

WHEREAS, Client desires to upgrade certain hardware, firmware, and software components of Client's server infrastructure and to obtain related services necessary to effect the upgrades; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and resources to perform the server upgrade services described in this Agreement and is willing to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their entire understanding with respect to the scope, schedule, payment and confidentiality applicable to the server upgrades.

SCOPE OF WORK

Service Provider will perform the server upgrade services described below. The services shall include procurement coordination, on-site or remote installation of hardware and software, migration of data as required, testing and validation, and documentation of changes.

PAYMENT TERMS

Total Contract Amount:

Deposit Amount (if any):

Invoicing Terms: Invoices will be issued in accordance with the payment schedule and are due within days of invoice date. Past due amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. In addition, Service Provider may suspend services for overdue accounts after providing written notice.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date (if applicable): . If no end date is specified, this Agreement continues until completion of the Services or earlier termination in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach is not cured within days after written notice specifying the breach.

Effect of Termination: Upon termination, Client will pay Service Provider for all Services performed and reasonable, documented costs incurred through the effective date of termination. Service Provider will deliver to Client all work-in-progress and final deliverables paid in full.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, relating to business operations, technical systems, security settings, system credentials, data, or any information marked as confidential.

Non-Disclosure; Use: Each party shall hold confidential information in strict confidence, shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations, and shall use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the recipient; (b) was rightfully in the recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by recipient without reference to the disclosing party's Confidential Information.

Duration: Confidential obligations shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall be retained in confidence for as long as they remain trade secrets under applicable law.

WARRANTY AND LIABILITY

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for similar services. For a period of days following completion, Service Provider will correct, at no additional charge, any material defects in the Services reported in writing and caused by Service Provider's performance.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

CHANGE ORDERS

Any material changes to the Scope of Work shall be documented in a written change order signed by both parties and may affect price and schedule. Change orders will specify the description of changes, any additional fees, and revised timelines.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction stated below, without regard to its conflict of law principles. The parties agree to attempt to resolve disputes through good faith negotiation and, if unresolved within days, to submit disputes to binding arbitration in the chosen jurisdiction unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notice is effective upon personal delivery, confirmed electronic transmission, or three days after deposit with a nationally recognized overnight courier.

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