VMaaS Service Template

VMaaS SERVICE AGREEMENT

This VMaaS Service Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider maintains expertise, facilities and systems to host, provision, monitor, and maintain virtual machine instances and ancillary services (the "Services") for enterprise customers, including compute, storage, backup and remote management;

WHEREAS, Client desires to obtain from Provider managed virtual machine services described in this Agreement for the purpose of hosting Client applications and data under the terms and conditions set forth herein; and

WHEREAS, the parties desire to define the scope, payment terms, service levels, confidentiality obligations, and other contractual terms governing the relationship between Provider and Client.

SCOPE OF WORK

Provider shall perform the Services described below in accordance with the terms of this Agreement. Provider's responsibilities include provisioning virtual machine instances, ongoing maintenance, monitoring, backups, security patching, and basic incident response as specified.

Estimated number of virtual machines to be provided: · Typical VM configuration (vCPU / RAM / Storage):

PAYMENT TERMS

Fees for Services: Client shall pay Provider the fees set forth below. All fees are denominated in US Dollars unless otherwise agreed in writing.

Monthly    Quarterly    Annual

Payment due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all collection costs and reasonable attorneys' fees incurred by Provider.

Taxes and duties: Client is responsible for all sales, use, value-added, and other transaction taxes, excluding taxes based on Provider's net income.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay all accrued and unpaid fees, and Provider shall, at Client's written direction, either return or securely delete Client data subject to the data return provisions below.

CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose Confidential Information of the other party except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public business, technical, and security information, and Client data hosted on Provider systems.

Confidentiality obligations survive termination for a period of years, except that obligations with respect to Client personal data survive as long as required by applicable law.

Exceptions: Confidential Information does not include information that is: (a) publicly known through no fault of the recipient; (b) rightfully received from a third party without restriction; or (c) independently developed without reference to the disclosing party's Confidential Information. Disclosure compelled by law is permitted with prompt notice to the disclosing party.

SERVICE LEVELS AND SECURITY

Provider will use commercially reasonable efforts to achieve an uptime target of percent. Service credits, if any, and their calculation shall be defined in the applicable statement of work or invoice.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall defend, indemnify and hold harmless the other party from third-party claims arising from its breach of this Agreement, gross negligence, or willful misconduct. The indemnifying party shall pay reasonable costs and damages finally awarded against the indemnified party.

Limitation of Liability: Except for liability arising from willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

CHANGE ORDERS

All changes to scope, pricing, or schedule shall be documented in a written change order signed by authorized representatives of both parties. Provider is not obligated to perform work outside the scope until a change order is executed and any applicable additional fees have been agreed.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, together with any executed statements of work and change orders, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be given in writing to the billing contact or address provided by each party. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now