Website Hosting Maintenance Agreement

Website Hosting Maintenance Agreement

Parties

Recitals

This Website Hosting Maintenance Agreement (the "Agreement") is made effective as of Effective Date: by and between the parties identified above.

WHEREAS, Provider operates and maintains web hosting infrastructure and related services and has the technical expertise to host, monitor, patch, back up and maintain websites and related components; and

WHEREAS, Client desires to obtain hosting and maintenance services for Client's website(s) and Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

Scope of Work

Provider will host and maintain Client's website(s) and associated services as described below. Provider will exercise commercially reasonable efforts and industry-standard practices in the performance of the services.

Payment Terms

Client shall pay Provider for services performed pursuant to this Agreement in accordance with the following payment terms.

Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by law, whichever is less), and Client shall be responsible for all collection costs and reasonable attorneys' fees incurred by Provider in collecting overdue amounts.

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 prior written notice of days to the other party. Provider may immediately suspend services upon Client's failure to pay undisputed amounts when due, subject to any cure period required by applicable law.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to allow it to seek protective relief.

Service Levels; Security; Backups

Provider will provide hosting and maintenance with commercially reasonable skill and care. Provider does not guarantee uninterrupted or error-free operation; however Provider will use reasonable efforts to maintain average monthly uptime of percent. Provider will perform backups as described in the Scope of Work. Client acknowledges that backups are not a substitute for independent disaster recovery planning and Provider's liability for data loss is limited as set forth below.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership or agency relationship. Notices must be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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