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How to write your Data Backup and Storage Contract
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Use cases for this template
Luminex Labs races to meet a SaaS audit with a resilient backup program
The Challenge
As new enterprise customers arrived, Luminex Labs faced a 30-day audit window with gaps around retention, restore testing, and who controlled encryption keys; their cloud provider, SkyVault Cloud, handled offsite backups, but administrators lacked written procedures for technical support requests, verification of restores, and handling infected files, making the risk of data loss and failed evidence collection uncomfortably high.
The Solution
They finalized the storage agreement and, to support it, used Proposal Kit to assemble supplemental documents: a data retention matrix, a restore-testing schedule, and a security overview covering transmission controls, restricted access, and key custody; the team also used automated line-item quoting to present tiered options for hot, warm, and archival backups with clear pricing, while the AI Writer generated a concise backup creation flow and a technical support runbook without altering the legal contract itself.
The Implementation
Luminex mapped systems to backup jobs, assigned ownership for encryption keys, set minimum schedules, and defined change control for any alteration or modifications to the Specifications; using Proposal Kit templates, they documented an onboarding checklist, a request-and-approval path for changes, and reliability metrics, then verified restores monthly and maintained logs to prove integrity and chain of custody.
The Outcome
Auditors accepted the exhibits and evidence, SkyVault met reliability and performance targets without exceeding resource limits, and Luminex reduced risk across distributed environments while keeping costs predictable through the line-item quote that matched business priorities.
NorthRiver Engineering migrates complex CAD archives to the cloud without disruption
The Challenge
NorthRiver Engineering held terabytes of CAD and simulation data across offices around the country, with uneven bandwidth and a tight project calendar; they needed predictable retention, careful transmission throttling, and proof of compliance with applicable law during a staged migration to offsite storage, plus clarity on equipment lifecycle and media handling.
The Solution
Under contract with IronOak Data Services, NorthRiver used Proposal Kit to create supporting plans: a cloud migration roadmap, a bandwidth policy for distributed sites, an equipment refresh plan, and an incident documentation guide for audits; automated line-item quoting compared incremental versus full backups and regional replication, and the AI Writer produced user-friendly runbooks and training briefs that accompanied, but did not modify, the signed agreement.
The Implementation
They piloted nightly incremental backups with weekly fulls, set retention by project phase, designated administrators for approvals, and scheduled maintenance windows; Proposal Kit exhibits captured verification steps for restores, requests for temporary throttling, and procedures for the collection of logs, while IronOak enforced restricted access and periodic integrity checks.
The Outcome
NorthRiver completed the migration on time, lowered transmission costs, improved restore success rates, and documented reliability evidence that satisfied the customer due diligence without service interruptions to ongoing engineering work.
Harbor & Hearth Markets hardens backups to withstand ransomware before holiday peak
The Challenge
With seasonal traffic looming, Harbor & Hearth Markets worried about ransomware and the lack of an exit plan; encryption keys were scattered, restore drill results were inconsistent, and leadership needed a way to maintain operations if an attack corrupted live systems and backups.
The Solution
They partnered with Nimbus Backup Co. under the storage contract and used Proposal Kit to develop supplementary materials: a ransomware incident playbook, an exit-and-destruction plan, a key management policy defining restricted roles, and a continuity checklist; line-item quoting laid out options for immutable storage and extended retention, while the AI Writer produced tabletop exercise scripts and after-action report templates to support training.
The Implementation
Harbor & Hearth enforced separation of duties for administrators, enabled immutable snapshots, documented approval paths for any alteration to schedules, and ran quarterly test restores to verify integrity; Proposal Kit exhibits captured communication steps, evidence collection, and escalation triggers so Nimbus could respond quickly without exceeding capacity during peak windows.
The Outcome
A mid-season phishing incident was contained with no material data loss, restores met reliability goals, auditors praised the thorough documentation, and the business finished the quarter with higher confidence in its distributed backup posture and cost transparency tied to the earlier line-item quote.
Abstract
This off-site backup and storage agreement defines how a provider delivers and maintains regular backups for a client's computer system and such data. It sets a minimum six- or twelve-month term, starts service after advance payment, and auto-renews unless the client cancels in writing. Renewal pricing may change.
Payment is C.O.D. unless credit is approved, with net-10 terms and possible revocation if invoices exceed 30 days past due.
Services are customized per specifications and may include consulting, creation of backup strategies, standard copy, daily, incremental, and archival backups, plus physical media storage and transportation. Schedules (hourly, daily, weekly) govern when data is protected; the provider is not responsible for data loss between scheduled runs. Restore points and the ability to retrieve downloaded files depend on the backup type and retention plan.
The provider may upgrade storage systems, equipment, and media. Excessive use that strains distributed resources can trigger restrictions or extra charges.
The contract disclaims warranties, limits damages to a pro-rata service credit during downtime, and states that files will be deleted upon account termination. Proprietary information must remain confidential, access should be restricted, and reverse engineering is prohibited. The client indemnifies the provider for claims tied to the client's conduct, marketing, or breaches. Dispute costs go to the prevailing party, and the agreement references venue and applicable law.
Operationally, administrators should verify test restores and define implementation details, restoration situations, and retention in the specifications. Antivirus measures are used on provider servers, but the client is responsible for infected files and internal practices. While the document does not promise to provide technical support, clients can request assistance and include technical support expectations in the specifications. The agreement does not address encryption; many businesses require encrypted backups at rest and in transmission, with clear ownership of encryption keys to support security, compliance, and regulations, including insurance and audit needs across the country.
Use cases include a cloud storage provider safeguarding a SaaS client's logs, an engineering firm protecting complex CAD files with long-term retention, or a retailer whose cloud provider must not exceed resource thresholds during peak transmission windows.
Proposal Kit helps teams assemble contracts and supporting documents quickly using its extensive template library, document assembly tools, automated line-item quoting for tiers and options, and an AI Writer that can generate specifications and related materials, streamlining a secure, consistent workflow.
Beyond the core terms, successful backup relationships depend on governance. Define how you will maintain the Specifications over time, including a simple change-control path for any alterations or modifications the client requests. Capture measurable expectations for reliability, such as backup frequency, restore testing cadence, and target recovery objectives, in the exhibits. Clarify roles for administrators, who can approve requests, and how the provider records media inventory, custody steps, and the collection of logs that verify each backup and restore.
Operationally, outline how retention maps to business needs, how data classes are handled, and what happens during physical transport or a cloud migration. Note who performs test restores, how often they occur, and how you will document results. Specify procedures for malware handling that align with the contract's disclaimers, and ensure internal practices reduce the chance of corruption or accidental alteration of archives. These details help the client plan continuity and help the provider control resource use during peak windows without sacrificing reliability.
Proposal Kit can streamline these tasks by helping teams assemble the agreement and its exhibits, then tailor clauses for scope, retention, testing, and change management. Its document assembly and template library make it easier to maintain consistent language, while automated line-item quoting clarifies service tiers. The AI Writer can write supporting materials like checklists, role definitions, and implementation outlines, reducing friction between sales, legal, and operations.
Consider onboarding and exit planning. Define a minimum dataset inventory, mapping which systems feed backups, and how such data is quiesced on the computer system before capture. Include an exit plan covering secure erasure, certificates of destruction, and whether final images are encrypted, downloaded, and verified by checksum. Specify who controls encryption keys, how access is restricted, and the separation of duties for administrators to maintain security.
Detail service operations. Set maintenance windows, equipment lifecycle expectations, and change freezes during peak periods. Capture network transmission controls, including throttling, so usage does not exceed agreed limits across distributed locations.
State how the provider will provide technical support, including hours, response targets, escalation paths, and how a client submits a request. Record incident steps to reduce data loss and outline evidence collection for audits under applicable law and regulations, including confidentiality of logs and chain-of-custody notes.
Strengthen assurance. Define reliability metrics (backup success rate, restore success rate), regular backups and test restores, and independent steps to verify that restored files function at rest and in production. Address retention by data class and document when alterations or modifications to schedules require approvals.
Note insurance expectations and compliance reporting that a cloud provider or cloud storage provider might need when servicing customers across the country. For complex environments, describe staged implementation, role-based access, and restricted handling for confidential records.
Proposal Kit can help teams assemble these specifics into clear exhibits-SLA summaries, key-management notes, incident outlines, and exit procedures-using document assembly, templates, automated line-item quoting for options like on-site assistance or extended retention, and an AI Writer to write supporting checklists and implementation outlines.
How to write my Data Backup and Storage Contract document - The Narrative
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer"). The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth a contract arrangement under which Company will provide offsite Data Backup and Storage services ("Data Backup and Storage Services") on behalf of Customer.
In consideration of the mutual covenants set forth in this Agreement, Company and Customer hereby agree as follows:
Terms
Subject to the terms and conditions of this Agreement, Company will provide Data Backup and Storage Services for Customer subject to the following terms:
Length of Service
Customer agrees to an initial six (6) month or twelve (12) month contractual term of service ("Term"). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company.
Service Start Date
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed-upon alternate date.
Renewal by Customer
This Agreement will automatically renew for successive six (6) or twelve (12) month Terms unless canceled in writing by Customer at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Customer's account.
Type of Service(s)
Company will provide Customer with a custom, offsite data backup and storage solution according to the attached Specifications (Exhibit B) and may comprise one or more of the following types of backups or consulting:
Backup and Restoration of Data Consulting: Company consultants will make recommendations to Customer on the type(s) of backups and storage that fit the Customer's goals and objectives. Consultants will take into consideration the amount of storage space as well as the speed of the restoration and retrieval of archived data. Consultants may recommend a combination of different backup and incremental backup types to meet Customer goals and objectives. Standard Copy Backup: A standard copy backup that copies all selected files, but will not mark each file as archived or otherwise flagged as having been backed up.
Standard Daily Backup: A standard daily backup that copies all selected files that have been modified on the day that the backup is performed, however, the files are not marked as archived or otherwise flagged as having been backed up. Standard Incremental Backup: A standard incremental backup that copies all of the data that has been modified since the last standard incremental backup. Archival Backup: An archival backup that copies all of the data, whether or not it has been modified since the last backup.
Physical Storage of Backup Media: A physical location that serves as storage for Customer's data, data backups, and related storage media. Transportation of Backup Media: Services involved in the transporting of backup media between Customer and Company's facilities or location(s).
e) Limitations of Service
The nature of Customer data and backups is that they are stored on impermanent physical media which are subject to degradation and technological change. Company will make every effort to continually transfer or upgrade storage devices and media in order to fulfill its obligations under this agreement. Company reserves the right to transfer and upgrade all media and backups as it sees fit unless otherwise agreed upon in the Specifications.
Limitations Due to Time
All data backup and storage is performed on pre-determined schedules (i.e., hourly, daily, weekly), determined by the level of service desired and set forth in the Specifications. Company is not responsible for loss of data or absence of a backup between the time a backup starts and the next scheduled backup. The type of backup performed will also dictate the availability of restorable media; restore points, "snapshots," or any other data backup or storage requirement that may be needed by the Customer at any given time.
End User Pricing and Compensation
End user pricing and compensation is outlined on Exhibit A, attached, and is subject to change at the sole discretion of Company.
1 Excessive Use of Services
Company may impose an additional charge or a restriction of services at any time that Customer's use of the services imposes a considerable effect on Company resources or system performance. Company shall have sole discretion as to what constitutes excessive use and what activity is considered a violation of either the Company Acceptable Use Policy, or level of service that the Customer is currently using. Company is responsible for monitoring such excessive use for the account as a whole, and has no responsibility to identify a Customer's individual end user, employee, or other agent who may or may not be responsible for the excessive use of services.
Terms of Payment
Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.
Proprietary Information
Proprietary information exchanged here under shall be treated as such by Customer. This information shall include, but not be limited to, the provisions of this Agreement, product and services information, and pricing. Customer further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code, or technology delivered to Customer or any portion thereof.
Censorship
Company will exercise no control whatsoever over the content of the information passing through the network, email, or web site.
Warranties
Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause, or errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection.
Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
1 Antivirus, Trojan, and Malicious Code Disclaimer
Company storage devices make use of enterprise class antivirus software in order to protect the server and detect viruses and other malicious code. Infected files will be handled per Company policy and preferences and Company will notify Customer that an infection has been detected in the data being backed up and stored by Company. Company will not, under any circumstance, attempt to delete, repair, or otherwise remove the infection in any file.
Customer assumes all responsibility for data backed up on Company storage devices and media that contain virus or malicious code. Customer is responsible for implementing Customer's own internal policies and procedures for opening potentially dangerous attachments, and is encouraged to install antivirus software on all access points or computers using Company Data Backup and Storage Services.
2 Warranties on Restoration of Files and Data
Customer assumes all responsibility for the integrity and the suitability of the data that is to be restored. Specific requirements for testing the suitability of any data that is to be restored, schedules for such testing, and scenarios under which the retrieval and restoration of data and backup files will occur shall be outlined in the Specifications.
Trademarks and Copyrighted Material
Customer warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.
Transfer of Agreement
Customer may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than 60 days prior to the effective date of the event.
Termination
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of this Agreement or the "Acceptable Use Policy" upon receipt of written notice from Company of said failure, 2) appointment of receiver or upon the filing of any application by Customer seeking relief from creditors, 3) upon mutual agreement in writing of Company and Customer.
Account Deactivation, Termination, or Cancellation
Upon account deactivation, termination, or deletion, all files and data stored on Company servers will be immediately deleted immediately. Company has no obligation or responsibility to store Customer's data after Customer's account has been deactivated or terminated.
Disputes
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Indemnification
Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Customer.
General
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:
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Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
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If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
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- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
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Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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