Business Cloud PBX Document

BUSINESS CLOUD PBX AGREEMENT

This Business Cloud PBX Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

WHEREAS

WHEREAS, Provider is engaged in the business of providing cloud-based private branch exchange telephony services, related infrastructure, maintenance and support; and

WHEREAS, Client desires to engage Provider to deliver a hosted Cloud PBX solution and associated services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. Scope of Work

Provider will supply, configure, and maintain the Cloud PBX service described below. Services include provisioning of dial-tone, call routing, voicemail, extensions, administrative portal access, and routine support as described in the Scope of Work field. Additional professional services, third-party trunking, hardware or bespoke integrations are subject to separate written agreement and fees.

2. Payment Terms

Client shall pay Provider the fees set forth below for the services rendered. All fees are exclusive of taxes, surcharges, carrier charges, and regulatory fees which are the responsibility of Client unless otherwise agreed in writing.

Monthly Quarterly Annually

All invoices are due according to the Billing Day/Payment Due terms. Late payments incur a late fee calculated as the greater of (a) the lesser of 1.5% per month or the maximum lawful rate on the past-due balance, or (b) a one-time administrative late fee specified below.

3. Term and Termination

This Agreement commences on the Effective Date and continues for the Initial Term specified below unless earlier terminated in accordance with this Section. Thereafter the Agreement will automatically renew for successive renewal terms unless either party provides notice of non-renewal as set forth herein.

Effective Date:    Initial Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Provider may suspend services immediately if Client fails to pay undisputed amounts when due, pending resolution of the invoiced amounts.

4. Confidentiality

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes account configuration, customer lists, call detail records, security credentials, pricing, and system architecture.

Each party agrees: (a) to use Confidential Information solely for performance under this Agreement; (b) to limit disclosure to employees, contractors or advisors with a need to know and bound by confidentiality obligations; and (c) to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information. Required disclosures by law must be narrowly tailored and, where permitted, preceded by prompt notice to the disclosing party.

5. Service Levels and Support

Provider will use commercially reasonable efforts to provide service availability consistent with the service level commitments agreed by the parties. Provider's support hours, response targets, and escalation contacts should be recorded below. Planned maintenance will be scheduled with prior notice and shall not be considered a service outage.

6. Liability and Indemnification

Each party shall defend, indemnify and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the preceding twelve (12) months, except for liability resulting from willful misconduct or breaches of confidentiality.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

8. Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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