WEBSITE HOSTING AGREEMENT

This Website Hosting Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); And

[INSERT THE NAME OF THE CLIENT], having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Company and the Client shall be collectively referred as “Parties” and individually as “Party”.

1. The Client is engaged in the business of [INSERT THE TYPE OF BUSINESS] and is willing to have Website Hosting services from the Company.
2. The Company possesses necessary qualification, skills and expertise to perform the hosting services as agreed upon by both the parties.
3. The Company and Client mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1.  "Company" refers to an individual or entity providing the hosting services to the client under this agreement.
   2.  "Client" refers to an individual or an entity engaging the hosting services of the Company under this Agreement.
   3. "Services" shall mean the Hosting services provided by the Company to the Client, as detailed in the Scope of Services.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and continue until the completion of services or terminated earlier as per the provisions of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other right, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. PAYMENT
   1. In consideration for the Services, the Client shall pay the Company a maximum total fee for the services under this Agreement [INSERT THE FEES TO BE PAID TO COMPANY BY CLIENT]. All payments made to the Company under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENTS SHALL BE MADE]. The Company agrees to pay the amount within 5 business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
4. SCOPE OF SERVICES
   1. During the term of this agreement, the Company shall provide the following type of Hosting Service [INSERT THE TYPE HOSTING SERVICE].
   2. The Company may also provide other related services such as website design, software development packages, and domain name registration etc., based upon the requirement of the client.
   3. The Company shall perform the Services diligently and in a professional manner, applying their expertise and best efforts. Any changes or modifications to the Scope of Services must be agreed upon in writing and signed by both parties as an addendum to this Agreement.
5. USAGE RESTRICTIONS
   1. Client agrees to use the Website hosting services provided by the Company for lawful purposes only. Any illegal or unauthorized use of services is strictly prohibited.
   2. Clients shall be responsible for maintaining the security of their network and devices to prevent unauthorized use of services.
6. WEBSITE DESIGN AND CONTENT
   1. The Client acknowledges and agrees that they shall be solely responsible for the design, development, and maintenance of the website, including all content displayed on the website. This includes but is not limited to text, images, multimedia, and any other materials.
   2. The Client agrees to provide all necessary documentation, licenses, and software associated with the website to the Company. The Client further warrants that they have the legal right to use and distribute any Software provided to the Company for the purpose of hosting the website.
7. UPTIME PERCENTAGE
   1. The Company agrees to maintain a maximum uptime of [INSERT THE PERCENTAGE OF MAXIMUM UPTIME TO BE MAINTAINED BY COMPANY] % per month, the remaining percentage of allowable downtime shall be used for scheduled maintenance, upgrades or unforeseen technical issues.
8. COMPANY’S OBLIGATION
   1. The Company shall diligently and professionally in good-faith perform the hosting services as mentioned in this agreement.
   2. The Company shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The Company shall be available to offer consultation and support to address any related inquiries or concerns raised by the Client during the term of this agreement and for a period of [INSERT THE NUMBER OF MONTHS FOR WHICH COMPANY SHALL BE AVAILABLE TO OFFER CONSULTATION AND SUPPORT] after the completion of such services.
   4. The Company shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
9. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access and information to the Company in order to render the hosting services as per the agreed terms and conditions of this Agreement.
   2. The Client shall not engage in any activity that may violate the guidelines or compromise the integrity of the services.
   3. The Client shall provide timely payments to the Company for the services as per the agreed terms and conditions.
10. SCOPE OF MAINTENANCE
    1. For a period of [INSERT THE MONTHS FOR WHICH COMPANY AGREES TO PROVIDE FREE SERVICES] the Company agrees to provide free maintenance services.
    2. Any changes or additions to the maintenance shall be made in writing and mutually agreed upon by both the parties.
    3. The maintenance services shall not include the addition of new services and any additional work required beyond the scope of maintenance may be subject to separate agreement and additional fees.
    4. The client shall provide all the necessary access credentials and permissions required for the Company to perform maintenance tasks.
    5. Either party may terminate the maintenance services by providing prior written notice to the other party.
11. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
    1. The Company covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Client’s business and that the Client shall be the sole, exclusive and absolute owner of all.
12. INDEPENDENT CONTRACTOR
    1. The Company acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venture of the Client. The Client will provide the Company with the details of the Services it wants the Company to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Company and which it owes to the Company in regard to the services rendered by it to the Client.
13. LIMITATION OF LIABILITY
    1. In no event shall the Company be liable to Client, its employees or any person acting on its behalf, whether in contract, tort (including negligence) or damages of any kind including special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement. The maximum aggregate amount that the Client or any Party claiming through it can recover from the Company for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) will in no event exceed the value of the services performed under this Agreement till the date on which such claim arose.
14. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
15. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
16. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds (NO OF DAYS) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
17. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS SHALL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Company and Client.
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL APPLY] then in force.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name:[INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF CLIENT] 

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]