Website Hosting Agreement

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An agreement between a business owner and a entity that will operate and administer the host server for the business's website.

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A Website Hosting Agreement is an agreement between a company/person (the “Customer”) and a separate entity (the “Host”) who will operate and administer the host server for the Customer’s existing website.

The Website Hosting Agreement serves a number of beneficial purposes including spelling out the Host’s obligations regarding up-time, scheduled maintenance, security and treatment of confidential information.

This form is appropriate for all states.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Website Hosting Agreement












This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Website Hosting Agreement








Instructions and Checklist
 Website Hosting Agreement

   Both the Customer and the Host should review the agreement carefully before signing.  

   The Agreement should be signed no later then when the service is to begin.

   Generally both the Customer and the Host each retain an original signed Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed).

   Host should close review any service commitments made within the Agreement to ensure that they correspond with those already practiced.

   Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

   The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.




General Information
Website Maintenance Agreement

A Website Hosting Agreement is an agreement between a company/person (the Customer) and a separate entity (the Host) who will operate and administer the host server for the Customers existing website.
 
The Website Hosting Agreement serves a number of beneficial purposes including spelling out the Hosts obligations regarding up-time, scheduled maintenance, security and treatment of confidential information.  



Web site hosting relationships are governed by both federal and state law.  Many of the state laws differ dramatically, therefore both parties should become familiar with the laws of their specific state and the federal government before entering into this type of arrangement.  In addition, before using the form you should always consult with your attorney to ensure that it addresses your specific situation. 




DISCLAIMER:

FindLegalForms, Inc. (FLF) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



WEB HOSTING AGREEMENT

1. Definitions 

1.1 Licensed Software
Licensed Software means _______________________________________________ __________________________________________________________________ [description]. 

1.2 Customer Data
Customer Data means information disclosed to Host during the term of this Agreement, including information related to Customers end users, technology, operations, facilities, markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, and other proprietary information. 

1.3 Hosting Services
Hosting Services means the services described in Section 2 of this Agreement. 

1.4 Web Site
Web Site means Customers Internet presence tentatively identified as _______________________________________ [Internet address]. 

1.5 Time and Materials
Time and Materials means Host services billed at the applicable daily rate in effect at the time the service is provided, plus reimbursement by Customer for travel expenses and all direct and out-of-pocket expenses reasonably incurred by Host hereunder. 


2. Web Site Hosting Services 

2. Hosting Services Provided by Host
Host will provide the following services for the Web Site:

2.1.1 Host will operate and administer Customers host server to provide Internet access to the Web Site for the duration of this Agreement.

2.1.2 Host will submit Customers domain name(s) for inclusion in indices and search engines approved in writing by Customer.

2.1.3 Host will deliver reports, in a mutually agreeable electronic file format and content, summarizing end user activity on the Web Site;

2.1.4 Host will supply the following Internet access bandwidth: __________________ _______________________________________ [description].

2.1.5 Host will deliver to Customer all communications from Internet users captured from the Web Site.

2.1.6 Host will maintain security in accordance with Section 2.9; and

2.1.7 Host will monitor Customers equipment and its access to the Internet via Hosts facilities. In the event that Host discovers (either through its own efforts or after being notified by Customer) that the performance of the Web Site is diminished or impaired, Host will promptly investigate and report the cause, and Host will take prompt remedial action, to the extent that the cause is under Hosts control.

2.1.8 Host may co-locate Customers equipment and Web Site at third party facilities. 

2.2 Web Server Down Notification Requirement
If Host discovers that Customers Web Site will be inaccessible for any ten-minute or greater period, Host shall, promptly upon such discovery, telephone such information and provide timely problem resolution status reports to Customer at _________ [phone number]. Upon Customers request, Host will display a customer service message concerning the interruption when Customers Web Site is accessed by Internet users. 

2.3 Availability of Web Site and Licensed Software
Host warrants that it will make the Web Site available to Customer and end users 24 hours per day, seven days per week, except that the Web Site may be unavailable for short periods which may not exceed two (2) hours per occasion and which may occur between the hours of 1:00 A.M. and 3:00 A.M. _________ Time only, unless otherwise authorized by Customer, for purposes of maintaining or updating the Web Site or the Licensed Software. Such unavailability shall not be considered down-time for purposes of measuring up-time availability as set forth in this Agreement, provided that such unavailability totals to less than two hours per month. Notwithstanding the foregoing, Host is not responsible for any inability of Customer or an end users to access the Web Site or the Licensed Software due to difficulties arising from or caused by problems with the Internet or other facilities beyond Hosts control. 

2.4 Web Site Uptime Service Level Requirement
Customers Web Site Uptime shall be measured for each calendar month and shall be defined as the number of minutes during the month when Customers Web Site is accessible to Internet users divided by the total number of minutes in the month. The Web Site Uptime requirement shall be .99 between the hours of 4:00 a.m. and 6:00 p.m., _______ Time (Peak Hours) and shall be .98 for all other hours. Customer acknowledges that Host does not and cannot control all portions of the Internet affecting the flow of data to or from the Web Site. Host shall be responsible for uptime failures due to conditions that are within Hosts reasonable control, and not failures that result from any actions or inaction of Customer or any third party (unless such third party is providing services or deliverables to Customer through Host). However, Host will use commercially reasonable efforts to take such actions as are appropriate to remedy and avoid such events. 


2.5 Reporting
Host shall report its Web Site Uptime for Peak Hours and non-Peak Hours to Customer on a monthly basis. 

2.6 Documentation
Host shall provide Customer with written instructional materials regarding use of the Hosting Services and shall provide Customer with updates to such materials upon implementing any material changes to the Hosting Services. 

2.7 Telephone Support
Host will provide telephone support assistance to Customer as reasonably requested in connection with access to and use of the Licensed Software and the Hosting Services. In case of emergency, such support shall be available 7 days per week, 24 hours per day. 

2.8 Security
Host is responsible for ensuring that all aspects of the Web Site under Hosts control have firewall protection, secured socket layer, encryption and/or alternative security measures to minimize the potential for unauthorized access or use. Host shall maintain current, commercial grade security hardware and software commensurate with the size and complexity of Customers business and with the level of risk involved in the privacy and security of Customers information and transactions. 

2.9 Disaster Recovery
Host shall (1) implement a disaster recovery plan for the recovery of the Hosting Services, (2) deliver a documented copy of such plan to Customer by ___________ [date], (3) periodically update and test the operability of such plan at least once during every 12-month period that the plan is fully operational, (4) certify to Customer at least once during every 12-month period that the plan is fully operational and (5) use reasonable commercial efforts to implement the plan upon the occurrence of a disaster. Host shall coordinate disaster recovery testing, upon Customers request. If a disaster causes Host to allocate limited resources between or among Hosts customers, Customer shall receive at least the same priority as such other customers in respect of such allocation. 

3. Fees 

3.1 Base Fee
Customer agrees to pay the base fee for monthly services set forth in Exhibit ___. 

3.2 Time and Materials
Fees that are provided on a Time and Materials basis will be invoiced to customer monthly, and payable within ___ days of invoice. 

4. Term and Termination 

4.1 Term
The term of this Hosting Services exhibit shall begin on the Effective Date, and shall continue for an initial term of ___ years, unless terminated as set forth herein.  At the conclusion of the initial term, this Agreement shall automatically renew for successive terms of ___ years, unless either party gives notices of its election to terminate this exhibit at least __ days prior to the expiration of the then-current term. 

4.2 Termination for Convenience
Customer may terminate this Agreement at any time, with or without cause, upon __ days notice to Host. Host may terminate this Agreement at any time, upon __ days notice, if the Web Site is used for illegal or immoral or other purposes deemed objectionable by Host. 

4.3 Termination For Breach
Each Party shall have the right to terminate this Agreement upon __ days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period. 

4.4 Termination
In the event of the expiration or termination of this Agreement for any reason, Host shall take such action as is reasonably requested by Customer in connection with relocation of Customers Web Site. The Parties will cooperate in an orderly transition of responsibilities from Host to Customer or its agent. Host will provide such assistance, data, personnel and resources as are reasonably required to ensure that there is no loss of data and interruption in customer service, and to provide for a smooth and orderly transition of operations. Customer will reimburse Host on a Time and Materials basis for such assistance. Upon termination or expiration of this Hosting Services Agreement, and any other time upon Customers written request, Host will deliver all work in progress to Customer, including, but not limited to, Customer Data and all other Customer materials delivered to Host. 

5. Confidential Information and Trade Secrets 

5.1 Customer Data
Host acknowledges that Customer Data is considered to be confidential information. 

5.2 Host Information
Customer acknowledges that Hosts pricing, products, services, marketing, sales plans, estimates, financial data, operations, customer relations or service, business performance results, technical information, designs, processes, procedures, formulas, inventions, know-how, improvements, documents, reports, data, specifications, computer software, flow charts and databases are considered to be confidential information. 

5.3 Confidentiality Obligations
All confidential or proprietary information shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information, but not less than reasonable care. Neither party shall use the other partys confidential information for any purpose other than to fulfill its obligations under this agreement, and neither party will disclose the other partys confidential information other than to employees who have a need to know such information in order to fulfill the partys obligations hereunder and who have agreed in writing to abide by the confidentiality provisions of this agreement, or as required by law or regulation. 

5.4 Ownership and Inspection of Customer Data 

5.4.1 Ownership of Customer Data
All Customer Data is and shall remain the property of Customer. The Customer Data shall not be (1) used by Host other than in connection with providing the services, (2) disclosed, sold, assigned, leased or otherwise provided to third parties by Host, or (3) commercially exploited by or on behalf of Host, its employees or agents. 

5.4.2 Inspection of Data
On request, Customer shall be given access to all files used in the processing of its information. 

5.4.3 Return of Data
Upon request by Customer at any time, Host shall promptly return to Customer all or a portion of the Customer Data, in the format and on the media in use as of the date of the request. 

5.5 Audits
Upon notice from Customer, Host shall provide such auditors and inspectors as Customer or any regulatory authority may designate in such notice with reasonable access during normal business days and hours to the service locations for the purpose of performing audits or inspections of the business of Customer (including Hosts provision of the services). Host shall provide such auditors and inspectors any assistance and work space that they may reasonably require. Host shall not be required to provide such auditors and inspectors access to data of Host customers other than Customer. 

6. General 

6.1 Arbitration
All claims, disputes and other matters in question between the Parties arising out of or relating to this Agreement shall be decided by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association for Commercial Disputes, unless the Parties mutually agree otherwise. The hearings shall take place in __________ [location] unless some other location is agreed by the Parties. 

6.2 Judicial Procedure
Nothing in Section 6.1 shall be construed to prevent any party from seeking from a court a temporary restraining order or other temporary or preliminary relief pending final resolution of a dispute pursuant to Section 6.1. 

6.3 Assignment
Host may assign all or part of the payments under this Agreement by written notice to Customer. Otherwise, neither Party may assign its rights or obligations hereunder without the written consent of the other Party, which consent shall not be unreasonably withheld, provided that, no such consent shall be required in the event of (i) a transfer of all or substantially all of the assets of the Party desiring an assignment; (ii) assignment to the parent, affiliate or subsidiary companies of a Party or (iii) a merger or reorganization of the entity desiring the assignment. 

6.4 Performance Excused
A Party shall be excused from failure to perform hereunder to the extent that such failure is directly or indirectly caused by any occurrence commonly known as force majeure, including, without limitation, delays arising out of acts of God, acts or orders of a government, agency or instrumentality thereof, acts of public enemy, riots, embargoes, strikes or other concerted acts of workmen (whether of the providing party or other persons), casualties or accidents, deliveries of materials, transportation or shortage of cars, trucks, fuel, power, labor or materials, or any other causes, circumstances or contingencies within or without the United States of America, which are beyond the control of the Party. 

6.5 No Implied Warranties
Host MAKES NO IMPLIED WARRANTIES. Host DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 

6.5 Limitation of Liability
EACH PARTYS LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. NEITHER PARTY WILL BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS) REGARDLESS WHETHER THE OTHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH PARTYS TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY Customer TO Host UNDER THIS AGREEMENT DURING ANY 12-MONTH PERIOD. 

6.7 Governing Law
The laws of the State of ________ shall govern this Agreement, without regard to the conflict of laws principles thereof. 

6.8 Severability
Any portion or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining portions or provisions hereof in such jurisdiction or, to the extent permitted by law, rendering that or any other portion or provision hereof invalid, illegal or unenforceable in any other jurisdiction. 

6.9 Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written or oral and all contemporaneous oral agreements, understandings and negotiations between the parties with respect to the subject matter hereof. Customer acknowledges that it has not been induced to enter this Agreement by any representations or statements, oral or written, not contained in this Agreement. 

6.10 Notices
Any notices required or permitted to be given under this Agreement shall be sent by certified mail or overnight courier, or by facsimile with confirmation within one business day by overnight courier, to the following:

If To Host: _______________________________________ [address] 


If To Customer: _______________________________________ [address] 



CUSTOMER:

_______________________________________
[name and signature] 
_______________________________________
[title of office] 
_______________________________________
[date] 




HOST:

_______________________________________
[name and signature] 
_______________________________________
[title of office] 
_______________________________________
[date] 

Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43697
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Website Hosting Agreement












This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Website Hosting Agreement








Instructions and Checklist
 Website Hosting Agreement

   Both the Customer and the Host should review the agreement carefully before signing.  

   The Agreement should be signed no later then when the service is to begin.

   Generally both the Customer and the Host each retain an original signed Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed).

   Host should close review any service commitments made within the Agreement to ensure that they correspond with those already practiced.

   Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

   The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.




General Information
Website Maintenance Agreement

A Website Hosting Agreement is an agreement between a company/person (the Customer) and a separate entity (the Host) who will operate and administer the host server for the Customers existing website.
 
The Website Hosting Agreement serves a number of beneficial purposes including spelling out the Hosts obligations regarding up-time, scheduled maintenance, security and treatment of confidential information.  



Web site hosting relationships are governed by both federal and state law.  Many of the state laws differ dramatically, therefore both parties should become familiar with the laws of their specific state and the federal government before entering into this type of arrangement.  In addition, before using the form you should always consult with your attorney to ensure that it addresses your specific situation. 




DISCLAIMER:

FindLegalForms, Inc. (FLF) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



WEB HOSTING AGREEMENT

1. Definitions 

1.1 Licensed Software
Licensed Software means _______________________________________________ __________________________________________________________________ [description]. 

1.2 Customer Data
Customer Data means information disclosed to Host during the term of this Agreement, including information related to Customers end users, technology, operations, facilities, markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, and other proprietary information. 

1.3 Hosting Services
Hosting Services means the services described in Section 2 of this Agreement. 

1.4 Web Site
Web Site means Customers Internet presence tentatively identified as _______________________________________ [Internet address]. 

1.5 Time and Materials
Time and Materials means Host services billed at the applicable daily rate in effect at the time the service is provided, plus reimbursement by Customer for travel expenses and all direct and out-of-pocket expenses reasonably incurred by Host hereunder. 


2. Web Site Hosting Services 

2. Hosting Services Provided by Host
Host will provide the following services for the Web Site:

2.1.1 Host will operate and administer Customers host server to provide Internet access to the Web Site for the duration of this Agreement.

2.1.2 Host will submit Customers domain name(s) for inclusion in indices and search engines approved in writing by Customer.

2.1.3 Host will deliver reports, in a mutually agreeable electronic file format and content, summarizing end user activity on the Web Site;

2.1.4 Host will supply the following Internet access bandwidth: __________________ _______________________________________ [description].

2.1.5 Host will deliver to Customer all communications from Internet users captured from the Web Site.

2.1.6 Host will maintain security in accordance with Section 2.9; and

2.1.7 Host will monitor Customers equipment and its access to the Internet via Hosts facilities. In the event that Host discovers (either through its own efforts or after being notified by Customer) that the performance of the Web Site is diminished or impaired, Host will promptly investigate and report the cause, and Host will take prompt remedial action, to the extent that the cause is under Hosts control.

2.1.8 Host may co-locate Customers equipment and Web Site at third party facilities. 

2.2 Web Server Down Notification Requirement
If Host discovers that Customers Web Site will be inaccessible for any ten-minute or greater period, Host shall, promptly upon such discovery, telephone such information and provide timely problem resolution status reports to Customer at _________ [phone number]. Upon Customers request, Host will display a customer service message concerning the interruption when Customers Web Site is accessed by Internet users. 

2.3 Availability of Web Site and Licensed Software
Host warrants that it will make the Web Site available to Customer and end users 24 hours per day, seven days per week, except that the Web Site may be unavailable for short periods which may not exceed two (2) hours per occasion and which may occur between the hours of 1:00 A.M. and 3:00 A.M. _________ Time only, unless otherwise authorized by Customer, for purposes of maintaining or updating the Web Site or the Licensed Software. Such unavailability shall not be considered down-time for purposes of measuring up-time availability as set forth in this Agreement, provided that such unavailability totals to less than two hours per month. Notwithstanding the foregoing, Host is not responsible for any inability of Customer or an end users to access the Web Site or the Licensed Software due to difficulties arising from or caused by problems with the Internet or other facilities beyond Hosts control. 

2.4 Web Site Uptime Service Level Requirement
Customers Web Site Uptime shall be measured for each calendar month and shall be defined as the number of minutes during the month when Customers Web Site is accessible to Internet users divided by the total number of minutes in the month. The Web Site Uptime requirement shall be .99 between the hours of 4:00 a.m. and 6:00 p.m., _______ Time (Peak Hours) and shall be .98 for all other hours. Customer acknowledges that Host does not and cannot control all portions of the Internet affecting the flow of data to or from the Web Site. Host shall be responsible for uptime failures due to conditions that are within Hosts reasonable control, and not failures that result from any actions or inaction of Customer or any third party (unless such third party is providing services or deliverables to Customer through Host). However, Host will use commercially reasonable efforts to take such actions as are appropriate to remedy and avoid such events. 


2.5 Reporting
Host shall report its Web Site Uptime for Peak Hours and non-Peak Hours to Customer on a monthly basis. 

2.6 Documentation
Host shall provide Customer with written instructional materials regarding use of the Hosting Services and shall provide Customer with updates to such materials upon implementing any material changes to the Hosting Services. 

2.7 Telephone Support
Host will provide telephone support assistance to Customer as reasonably requested in connection with access to and use of the Licensed Software and the Hosting Services. In case of emergency, such support shall be available 7 days per week, 24 hours per day. 

2.8 Security
Host is responsible for ensuring that all aspects of the Web Site under Hosts control have firewall protection, secured socket layer, encryption and/or alternative security measures to minimize the potential for unauthorized access or use. Host shall maintain current, commercial grade security hardware and software commensurate with the size and complexity of Customers business and with the level of risk involved in the privacy and security of Customers information and transactions. 

2.9 Disaster Recovery
Host shall (1) implement a disaster recovery plan for the recovery of the Hosting Services, (2) deliver a documented copy of such plan to Customer by ___________ [date], (3) periodically update and test the operability of such plan at least once during every 12-month period that the plan is fully operational, (4) certify to Customer at least once during every 12-month period that the plan is fully operational and (5) use reasonable commercial efforts to implement the plan upon the occurrence of a disaster. Host shall coordinate disaster recovery testing, upon Customers request. If a disaster causes Host to allocate limited resources between or among Hosts customers, Customer shall receive at least the same priority as such other customers in respect of such allocation. 

3. Fees 

3.1 Base Fee
Customer agrees to pay the base fee for monthly services set forth in Exhibit ___. 

3.2 Time and Materials
Fees that are provided on a Time and Materials basis will be invoiced to customer monthly, and payable within ___ days of invoice. 

4. Term and Termination 

4.1 Term
The term of this Hosting Services exhibit shall begin on the Effective Date, and shall continue for an initial term of ___ years, unless terminated as set forth herein.  At the conclusion of the initial term, this Agreement shall automatically renew for successive terms of ___ years, unless either party gives notices of its election to terminate this exhibit at least __ days prior to the expiration of the then-current term. 

4.2 Termination for Convenience
Customer may terminate this Agreement at any time, with or without cause, upon __ days notice to Host. Host may terminate this Agreement at any time, upon __ days notice, if the Web Site is used for illegal or immoral or other purposes deemed objectionable by Host. 

4.3 Termination For Breach
Each Party shall have the right to terminate this Agreement upon __ days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period. 

4.4 Termination
In the event of the expiration or termination of this Agreement for any reason, Host shall take such action as is reasonably requested by Customer in connection with relocation of Customers Web Site. The Parties will cooperate in an orderly transition of responsibilities from Host to Customer or its agent. Host will provide such assistance, data, personnel and resources as are reasonably required to ensure that there is no loss of data and interruption in customer service, and to provide for a smooth and orderly transition of operations. Customer will reimburse Host on a Time and Materials basis for such assistance. Upon termination or expiration of this Hosting Services Agreement, and any other time upon Customers written request, Host will deliver all work in progress to Customer, including, but not limited to, Customer Data and all other Customer materials delivered to Host. 

5. Confidential Information and Trade Secrets 

5.1 Customer Data
Host acknowledges that Customer Data is considered to be confidential information. 

5.2 Host Information
Customer acknowledges that Hosts pricing, products, services, marketing, sales plans, estimates, financial data, operations, customer relations or service, business performance results, technical information, designs, processes, procedures, formulas, inventions, know-how, improvements, documents, reports, data, specifications, computer software, flow charts and databases are considered to be confidential information. 

5.3 Confidentiality Obligations
All confidential or proprietary information shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information, but not less than reasonable care. Neither party shall use the other partys confidential information for any purpose other than to fulfill its obligations under this agreement, and neither party will disclose the other partys confidential information other than to employees who have a need to know such information in order to fulfill the partys obligations hereunder and who have agreed in writing to abide by the confidentiality provisions of this agreement, or as required by law or regulation. 

5.4 Ownership and Inspection of Customer Data 

5.4.1 Ownership of Customer Data
All Customer Data is and shall remain the property of Customer. The Customer Data shall not be (1) used by Host other than in connection with providing the services, (2) disclosed, sold, assigned, leased or otherwise provided to third parties by Host, or (3) commercially exploited by or on behalf of Host, its employees or agents. 

5.4.2 Inspection of Data
On request, Customer shall be given access to all files used in the processing of its information. 

5.4.3 Return of Data
Upon request by Customer at any time, Host shall promptly return to Customer all or a portion of the Customer Data, in the format and on the media in use as of the date of the request. 

5.5 Audits
Upon notice from Customer, Host shall provide such auditors and inspectors as Customer or any regulatory authority may designate in such notice with reasonable access during normal business days and hours to the service locations for the purpose of performing audits or inspections of the business of Customer (including Hosts provision of the services). Host shall provide such auditors and inspectors any assistance and work space that they may reasonably require. Host shall not be required to provide such auditors and inspectors access to data of Host customers other than Customer. 

6. General 

6.1 Arbitration
All claims, disputes and other matters in question between the Parties arising out of or relating to this Agreement shall be decided by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association for Commercial Disputes, unless the Parties mutually agree otherwise. The hearings shall take place in __________ [location] unless some other location is agreed by the Parties. 

6.2 Judicial Procedure
Nothing in Section 6.1 shall be construed to prevent any party from seeking from a court a temporary restraining order or other temporary or preliminary relief pending final resolution of a dispute pursuant to Section 6.1. 

6.3 Assignment
Host may assign all or part of the payments under this Agreement by written notice to Customer. Otherwise, neither Party may assign its rights or obligations hereunder without the written consent of the other Party, which consent shall not be unreasonably withheld, provided that, no such consent shall be required in the event of (i) a transfer of all or substantially all of the assets of the Party desiring an assignment; (ii) assignment to the parent, affiliate or subsidiary companies of a Party or (iii) a merger or reorganization of the entity desiring the assignment. 

6.4 Performance Excused
A Party shall be excused from failure to perform hereunder to the extent that such failure is directly or indirectly caused by any occurrence commonly known as force majeure, including, without limitation, delays arising out of acts of God, acts or orders of a government, agency or instrumentality thereof, acts of public enemy, riots, embargoes, strikes or other concerted acts of workmen (whether of the providing party or other persons), casualties or accidents, deliveries of materials, transportation or shortage of cars, trucks, fuel, power, labor or materials, or any other causes, circumstances or contingencies within or without the United States of America, which are beyond the control of the Party. 

6.5 No Implied Warranties
Host MAKES NO IMPLIED WARRANTIES. Host DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 

6.5 Limitation of Liability
EACH PARTYS LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. NEITHER PARTY WILL BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS) REGARDLESS WHETHER THE OTHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH PARTYS TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY Customer TO Host UNDER THIS AGREEMENT DURING ANY 12-MONTH PERIOD. 

6.7 Governing Law
The laws of the State of ________ shall govern this Agreement, without regard to the conflict of laws principles thereof. 

6.8 Severability
Any portion or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining portions or provisions hereof in such jurisdiction or, to the extent permitted by law, rendering that or any other portion or provision hereof invalid, illegal or unenforceable in any other jurisdiction. 

6.9 Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written or oral and all contemporaneous oral agreements, understandings and negotiations between the parties with respect to the subject matter hereof. Customer acknowledges that it has not been induced to enter this Agreement by any representations or statements, oral or written, not contained in this Agreement. 

6.10 Notices
Any notices required or permitted to be given under this Agreement shall be sent by certified mail or overnight courier, or by facsimile with confirmation within one business day by overnight courier, to the following:

If To Host: _______________________________________ [address] 


If To Customer: _______________________________________ [address] 



CUSTOMER:

_______________________________________
[name and signature] 
_______________________________________
[title of office] 
_______________________________________
[date] 




HOST:

_______________________________________
[name and signature] 
_______________________________________
[title of office] 
_______________________________________
[date] 

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