Email Hosting Agreement

This Hosting Agreement is made on [AGREEMENT DATE] (the "Effective Date")

between [PARTY A NAME], [whose principal place of residence is at / a[CORPORATE
JURISDICTION] corporation with its principal place of business at [PARTY A
ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose
principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its
principal place of business at][PARTY B ADDRESS]] (the "[PARTY B
ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in
section [DEFINITIONS].)

1. Hosting Services. [PARTY A] shall provide KSG with certain email hosting services
and systems [including website server space, email capability, internet access, and domain
name registration / according to the attached [STATEMENT OF WORK]] (the
"[DELIVERABLE]").

2. Fees. KSG shall pay [PARTY A] a monthly subscription fee of $[SUBSCRIPTION

FEE AMOUNT] (the "Subscription Fee") for the [DELIVERABLE] provided under this
agreement.

3. Payment. KSG shall pay the Subscription Fee to [PARTY A]

3.1. due on [DATE] of each month,

3.2. in immediately available funds, and

3.3. to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

4. Taxes. Payment amounts under this agreement do not include Taxes, andKSG shall pay
all Taxes applicable to payments between the parties under this agreement.

5. Late Payments

5.1. Right to Suspend. If KSG fails to make payments when due [three] times over any
[six]-month period, [PARTY A] may suspend the [DELIVERABLE] until KSG pays all
outstanding fees plus a $[REINSTATEMENT FEE] reinstatement fee.

5.2. Interest on Late Payments. Any amount not paid when duewill bear interest from
thedue date until paid ata rate equal to[1]%per month ([12.68]% annually) orthe maximum
allowed by Law, whichever is less.
6. Representations

6.1. Mutual Representations

(a) [Existence. The parties are corporations incorporated and existing under the laws of
the jurisdictions of their respective incorporation.]

(b) Authority and Capacity. The parties have the authority and capacity to enter into
this agreement.

(c) Execution and Delivery. The parties have duly executed and delivered this
agreement.

(d) Enforceability. This agreement constitutes a legal, valid, and binding obligation,
enforceable against the parties in accordance with its terms.

(e) No Conflicts. Neither party is under any restriction or obligation that may affect the
performance of its obligations under this agreement.

6.2. [PARTY A] Representations. [PARTY A] exercises no control over, and accepts no

responsibility for, third party content ofthe information passing through [PARTY A]'s
system, network hubs and points of presence, orthe internet.

7. Compliance with Laws. Each party shall

7.1. comply with all applicable Laws [relating to [SUBJECT MATTER OF

AGREEMENT]], and

7.2. notify the other party if it becomes aware of any non-compliance in connection with
this section.

8. KSG Restrictions

8.1. Prohibited Use. KSG will not use the [DELIVERABLE] for any unlawful or harmful
purpose, or any purpose that would put [PARTY A] in a bad light, including that KSG will
not

(a) use it to host, store, send, relay or process any harmful components, including
malware, viruses, and trojan horses,

(b) use it to infringe any Person's Intellectual Property, privacy, or other proprietary
rights,

(c) use it to slander, libel, or defame any Person, publish a Person's personal
information or likeness without consent, or otherwise violate a Person's privacy,

(d) use it to harass or threaten harm, or make offensive, indecent, or abusive statements
or messages,
 (e) use it to send mass unsolicited e-mail to third parties,

(f) use it to use internet relay chat,

(g) use it in a way that abuses the [DELIVERABLE], disrupts other users' access to the
[DELIVERABLE], or otherwise harms or impedes the [DELIVERABLE],

(h) reverse engineer any of [PARTY A]'s systems,

(i) attempt to or help others gain unauthorized access to or use of the

[DELIVERABLE], or

(j) use it in any way which could reasonably put [PARTY A] in breach of any of its
other obligations.

8.2. Acknowledgement[PARTY A] Does Not Monitor. KSG hereby acknowledges that

[PARTY A] does not, and does not claim to, monitor any users's content or use of the
[DELIVERABLE].

8.3. Breach of These Restrictions. If [PARTY A] reasonably believes KSG has breached
any restrictions under this section [PARTY B RESTRICTIONS], [PARTY A] may

(a) delete or amend any relevant KSG Content, or

(b) suspend KSG's use of and access to the [DELIVERABLE] while investigating the
issue.

8.4. Status of Breach. If after [PARTY A]'s reasonable investigation of the issue it
discovers KSG has actually breached this section [PARTY B RESTRICTIONS], [PARTY
A] may consider it a material breach of this agreement.

9. Limitation of Liability

9.1. Mutual Limitation of Liability.Neither party will be liable for breach-of-contract

damages that are remote or speculative, or that the breaching party could not reasonably
have foreseen on entry into this agreement.

9.2. Limitation on [PARTY A]'s Liability. [PARTY A] will not be liable for any
damages that result from any downtime or failure of performance of the
[DELIVERABLE], or KSG otherwise not being able to use or access the
[DELIVERABLE].

10. Intellectual Property

10.1. Each Party Retains Intellectual Property. Subject to paragraph [LICENSE TO

PARTY A] below, each party will retain exclusive interest in and ownership of its
Intellectual Property developed before this agreement or outside the scope of this
agreement.

10.2. License to [PARTY A]. KSG hereby grants to [PARTY A] a non-exclusive, non-
transferable, non-sublicensable, world-wide, and royalty-free license to use KSG's pre-
existing Intellectual Property solely for the purpose of providing the [DELIVERABLE].

10.3. Developed Intellectual Property. If any Intellectual Property is developed under

this agreement, whether by one party on its own or jointly-developed by both parties, the
parties shall cooperate to execute a separate agreement regarding the ownership of and any
licenses regarding that newly-developed Intellectual Property.

11. Confidentiality

11.1. Confidentiality Obligation. The receiving party shall hold in confidence all
Confidential Information disclosed by the disclosing party to the receiving party.

11.2. Use Solely for Purpose. A receiving party may only use the Confidential
Information according to the terms of this agreement[ and solely for the Purpose].

11.3. Non-Disclosure. A receiving party may not disclose Confidential Information, [the
existence of this agreement, the Transaction, or the Purpose] to any third party, except to
the extent

(a) permitted by this agreement

(b) the disclosing party consents to in writing, or

(c) required by Law.

11.4. Notice. A receiving party shall notify the disclosing party if it

(a) is required by Law to disclose any Confidential Information, or

(b) learns of any unauthorized disclosure of Confidential Information.

12. Use of Logos. KSG hereby grants [PARTY A] a non-exclusive, non-transferrable,

non-sublicensable, and royalty-free license to use and reproduce KSG's name, logos, and
trademarks on [PARTY A]'s customer lists, advertising, and website.

13. Term

13.1. Initial Term. The initial term of this agreement will begin on [the Effective Date]
and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

13.2. Automatic Renewal. Subject to paragraph [ELECTION NOT TO RENEW], at the

end of each Term this agreement will automatically renew for a renewal term of
[RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").
13.3. Election Not to Renew. Either party may elect not to renew this agreement, by
providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD]
Business Days' before the end of the Term.

13.4. Term Definition. "Term" means either the Initial Term or the then-current Renewal
Term.

14. Termination

14.1. Termination on Notice. Either party may terminate this agreement for any reason on
[TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

14.2. Termination for Material Breach. Each party may terminate this agreement with
immediate effect by delivering notice of the termination to the other party, if

(a) the other party fails to perform, has made or makes any inaccuracy in, or otherwise
materially breaches, any of its obligations, covenants, or representations, and

(b) the failure, inaccuracy, or breach continues for a period of [BREACH

CONTINUATION DAYS] Business Days' after the injured party delivers notice to the
breaching party reasonably detailing the breach.

15. Effect of Termination

15.1. Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS],

on the expiration or termination of this agreement, each party's rights and obligations
under this agreement will cease immediately.

15.2. Payment Obligations. On the expiration or termination of this agreement, each party
shall

(a) pay any amounts it owes to the other party, including payment obligations for
services already rendered, work already performed, goods already delivered, or
expenses already incurred, and

(b) refund any payments received but not yet earned, including payments for services
not rendered, work not performed, or goods not delivered, expenses forwarded.

16. Indemnification

16.1. Indemnification by KSG. KSG(as an indemnifying party) shall indemnify [PARTY

A](as an indemnified party) against all losses and expenses arising out of any proceeding

(a) brought by either a third party or[PARTY A], and

(b) arising out of KSG's breach of its obligations, representations, warranties, or

covenants under this agreement.
16.2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify
the other (as an indemnified party) against all losses arising out of any proceeding

(a) brought by either a third party or an indemnified party, and

(b) arising out of the indemnifying party's willful misconduct or gross negligence.

16.3. Notice and Failure to Notify

(a) Notice Requirement. Before bringing a claim for indemnification, the indemnified
party shall

(i) notify the indemnifying party of the indemnifiable proceeding, and

(ii) deliver to the indemnifying party all legal pleadings and other documents
reasonably necessary to indemnify or defend the indemnifiable proceeding.

(b) Failure to Notify. If the indemnified party fails to notify the indemnifying party of
the indemnifiable proceeding, the indemnifying will be relieved of its indemnification
obligations to the extent it was prejudiced by the indemnified party's failure.

16.4. Exclusive Remedy. The parties' right to indemnification is the exclusive remedy
available in connection with the indemnifiable proceedings described in this section
[INDEMNIFICATION].

17. General Provisions

17.1. Entire Agreement. The parties intend that this agreement, together with all
attachments, schedules, exhibits, and other documents that both are referenced in this
agreement and refer to this agreement,

(a) represent the final expression of the parties' intent relating to the subject matter of
this agreement,

(b) contain all the terms the parties agreed to relating to the subject matter, and

(c) replace all of the parties' previous discussions, understandings, and agreements
relating to the subject matter of this agreement.

17.2. Counterparts

(a) Signed in Counterparts. This agreement may be signed in any number of

counterparts.

(b) All Counterparts Original. Each counterpart is an original.

(c) Counterparts Form One Document. Together, all counterparts form one single
document.
17.3. Amendment.This agreement can be amended only by a writing signed by both
parties.

17.4. Binding Effect. This [agreement /plan] will benefit and bind the parties and their
respective heirs, successors, and permitted assigns.

17.5. No Third-Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this

agreement, no Person other than the parties themselves has any rights or remedies under
this agreement.

17.6. Assignment. Neither party may assign this agreement or any of their rights or
obligations under this agreement without the other party's written consent.

17.7. Notices

(a) Method of Notice. The parties shall give all notices and communications between
the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day
courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][,
or (v) electronic mail] to the party's address specified in this agreement, or to the
address that a party has notified to be that party's address for the purposes of this
section.

(b) Receipt of Notice. A notice given under this agreement will be effective on

(i) the other party's receipt of it, or

(ii) if mailed, the earlier of the other party's receipt of it and the [fifth] business day
after mailing it.

18. Relationship of the Parties

18.1. No Relationship. Nothing in this agreement creates any special relationship between
the parties, such as a partnership, joint venture, or employee/employer relationship
between the parties.

18.2. No Authority. Neither party will have the authority to, and will not, act as agent for
or on behalf of the other party or represent or bind the other party in any manner.

18.3. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising out of this agreement and
[SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in
[STATE], according to the rules of the American Arbitration Association then in effect,
and by [NUMBER OF ARBITRATORS] arbitrators[s].

(b) Judgment. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.
 (c) Arbitrator's Authority. The arbitrator will not have the power to award any
punitive [or consequential] damages.

18.4. Governing Law and Consent to Jurisdiction and Venue

(a) Governing Law. This agreement, and any dispute arising out of the [SUBJECT
MATTER OF THE AGREEMENT], shall be governed by the laws of the State of
[GOVERNING LAW STATE].

(b) Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive,
non-exclusive] jurisdiction and venue of any [state or federal] court located within
[VENUE COUNTY] County, State of [VENUE STATE], in connection with any
matter arising out of this [agreement / plan] or the transactions contemplated under this
[agreement / plan].

(c) Consent to Service. Each party hereby irrevocably

(i) agrees that process may be served on it in any manner authorized by the Laws of
the State of [GOVERNING LAW STATE], and

(ii) waives any objection which it might otherwise have to service of process under
the Laws of the State of [GOVERNING LAW STATE].

18.5. Waiver

(a) Affirmative Waivers. Neither party's failure or neglect to enforce any rights under
this agreement will be deemed to be a waiver of that party's rights.

(b) Written Waivers. A waiver or extension is only effective if it is in writing and

signed by the party granting it.

(c) No General Waivers. A party's failure or neglect to enforce any of its rights under
this agreement will not be deemed to be a waiver of that or any other of its rights.

(d) No Course of Dealing. No single or partial exercise of any right or remedy will
preclude any other or further exercise of any right or remedy.

18.6. Force Majeure. A party shall not be liable for any failure of or delay in the
performance of this agreement for the period that such failure or delay is

(a) beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement,
and

(c) could not reasonably have been foreseen or provided against, but
 will not be excused for failure or delay resulting from only general economic conditions
or other general market effects.

18.7. Severability. If any part of this agreement is declared unenforceable or invalid, the
remainder will continue to be valid and enforceable.

18.8. Interpretation

(a) References to Specific Terms

(i) Accounting Principles. Unless otherwise specified, where the character or amount
of any asset or liability, item of revenue, or expense is required to be determined, or
any consolidation or other accounting computation is required to be made, that
determination or calculation will be made in accordance with the generally accepted
accounting principles defined by the professional accounting industry in effect in the
United States ("GAAP").

(ii) Currency. Unless otherwise specified, all dollar amounts expressed in this
agreement refer to American currency.

(iii) "Including." Where this agreement uses the word "including," it means
"including without limitation," and where it uses the word "includes," it means
"includes without limitation."

(iv) "Knowledge." Where any representation, warranty, or other statement in this

agreement, or in any other document entered into or delivered under this agreement,]
is expressed by a party to be "to its knowledge," or is otherwise expressed to be
limited in scope to facts or matters known to the party or of which the party is aware,
it means:

(1) the then-current, actual knowledge of the directors and officers of that party, and

(2) the knowledge that would or should have come to the attention of any of them
had they investigated the facts related to that statement and made reasonable
inquiries of other individuals reasonably likely to have knowledge of facts related to
that statement.

(v) Statutes, etc. Unless specified otherwise, any reference in this agreement to a
statute includes the rules, regulations, and policies made under that statute and any
provision that amends, supplements, supersedes, or replaces that statute or those rules
or policies.

(b) Number and Gender. Unless the context requires otherwise, words importing the
singular number include the plural and vice versa; words importing gender include all
genders.
 (c) Headings. The headings used in this agreement and its division into sections,
schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

(d) Internal References. References in this agreement to sections and other

subdivisions are to those parts of this agreement.

(e) Calculation of Time. In this agreement, a period of days begins on the first day
after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the
last day of the period. If any period of time is to expire, or any action or event is to
occur, on a day that is not a Business Day, the period expires, or the action or event is
considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

(f) Construction of Terms. The parties have each participated in settling the terms of
this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be
resolved against the drafting party will not apply in interpreting this agreement.

(g) Conflict of Terms. If there is any inconsistency between the terms of this
agreement and those in any schedule to this agreement or in any document entered into
under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will
prevail. The parties shall take all necessary steps to conform the inconsistent terms to
the terms of [this agreement / [SPECIFIED AGREEMENTS].

18.9. Attorney Fees. If either party brings an Action to enforce their rights under this
agreement, the prevailing party may recover its expenses (including reasonable attorneys'
fees) incurred in connection with the Action and any appeal from the losing party.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]