CLOUD SERVICES AGREEMENT

Parties and Preamble

This Cloud Services Agreement (the “Agreement”) is made and entered into as of _______ (the “Effective Date”), by and between: _______, a _______ _______, with its principal place of business at _______ (“Provider”); AND _______, a _______ _______, with its principal place of business at _______ (“Customer”). Provider and Customer may be referred to herein individually as a “Party” and collectively as the “Parties”.

Recitals

_______

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. Cloud Services

2.1. Services.

Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to provide Customer with access to the Services described as follows: _______

2.3. Support.

Provider will provide technical support services to Customer as follows: _______

2.4. Customer Responsibilities.

Customer shall (a) be responsible for its Authorized Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Provider promptly of any such unauthorized access or use, and (d) use the Services only in accordance with the Documentation, Applicable Law, and any applicable use restrictions.

3. Fees and Payment

3.1. Fees.

Customer will pay Provider the fees for the Services as set forth in the applicable Service Order(s) or as described herein. The specific fee structure is as follows: _______

3.2. Invoicing and Payment.

Provider will invoice Customer for the fees on a recurring basis as specified. All invoices are due and payable within _______ days of the invoice date. All fees are stated and payable in United States Dollars (USD).

3.3. Late Payments.

Any amounts not paid when due will be subject to a late charge of _______% per month on the overdue balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Provider may, without limiting its other rights and remedies, suspend access to the Services if any payments are more than _______ days overdue.

3.4. Taxes.

All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible, Provider will invoice Customer and Customer will pay that amount unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Intellectual Property Rights

4.1. Provider IP.

As between the Parties, Provider owns and retains all right, title, and interest in and to the Provider IP. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer shall not contest or challenge, or take any action inconsistent with, Provider’s rights in the Provider IP.

4.2. Customer Data.

As between the Parties, Customer owns and retains all right, title, and interest in and to the Customer Data. Customer grants to Provider a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, modify, adapt, display, and transmit the Customer Data solely as necessary to provide the Services and as otherwise permitted by this Agreement.

4.3. License to Use Services.

Subject to Customer’s compliance with this Agreement, Provider hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right during the Term for its Authorized Users to access and use the Services solely for Customer’s internal business operations.

4.4. Feedback.

If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties. Customer hereby assigns to Provider all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

5. Data Security and Privacy

5.1. Security Measures.

Provider will implement and maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. These safeguards will include, but are not limited to, measures for preventing access, use, modification, or disclosure of Customer Data by Provider personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as expressly permitted in writing by Customer. The specific security measures are: _______

5.4. Security Incidents.

Provider will notify Customer without undue delay after becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data (a “Security Incident”). Provider will take reasonable steps to mitigate the effects of the Security Incident and provide Customer with information and cooperation as reasonably requested to fulfill Customer's data breach-related obligations under Applicable Law.

6. Term and Termination

6.1. Term.

The initial term of this Agreement begins on the Effective Date and continues for a period of {WQID43} (_______) months (the “Initial Term”).

6.2. Termination for Cause.

A Party may terminate this Agreement for cause: (i) upon _______ days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.4. Effect of Termination.

Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted by one Party to the other will immediately cease; (b) Customer will cease all use of the Services and Provider IP; and (c) each Party will return or destroy all Confidential Information of the other Party. Customer shall pay all unpaid fees due for the period up to the effective date of termination. If this Agreement is terminated by Customer for cause, Provider will refund any prepaid fees covering the remainder of the term.

6.5. Data Portability and Deletion.

Upon termination, Provider's obligations regarding Customer Data are as follows: _______

6.6. Survival.

The sections titled “Definitions,” “Fees and Payment,” “Intellectual Property Rights,” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Effect of Termination,” “Survival,” and “Miscellaneous Provisions,” and any other provisions of this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration.

7. Confidentiality

7.1. Definition.

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; Provider’s Confidential Information includes the Provider IP; and Confidential Information of each Party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.

7.2. Exclusions.

Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The following are also excluded: _______

7.3. Protection.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less protective of the Confidential Information than those herein.

7.4. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

10. Limitation of Liability

10.1. Exclusion of Consequential Damages.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. Exclusions from Limitations.

THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO LIABILITY ARISING FROM: _______

11. Miscellaneous Provisions

11.1. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of _______ without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of _______ in each case located in _______, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.2. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses set forth on the signature page, or to such other address as may be designated by a party from time to time, with a copy to the specified contact person.
To Provider: Attention: _______.
To Customer: Attention: _______.

11.3. Entire Agreement.

This Agreement, together with any and all Service Orders, Exhibits, and addenda, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to its subject matter.

11.4. Assignment.

Neither Party may assign any of its rights or delegate any of its obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.5. Severability.

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11.6. Force Majeure.

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order or law; and actions, embargoes, or blockades in effect on or after the date of this Agreement.

11.7. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties.

11.8. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. __________________

PROVIDER:

{QID3}

By: _________________________
Name: _______
Title: _______
Date: _________________________

__________________

CUSTOMER:

{QID12}

By: _________________________
Name: _______
Title: _______
Date: _________________________