Business Communication Hosted PBX Agreement

Business Communication Hosted PBX Agreement

This Business Communication Hosted PBX Agreement (the "Agreement") is entered into effective as of by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of operating and maintaining hosted private branch exchange ("Hosted PBX") voice, messaging and related communications services and associated software and hardware (collectively, the "Services"); and

WHEREAS, Client desires to obtain the Services from Provider and Provider desires to provide the Services to Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the relationship between Provider and Client with respect to the provision, operation, support and payment for the Hosted PBX Services.

SCOPE OF SERVICES

SERVICE LEVELS AND SUPPORT

Provider will use commercially reasonable efforts to provide the Services with an annual uptime of measured on a monthly basis. Scheduled maintenance windows and outages will be communicated in advance where practicable.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of the Services. All fees are due in accordance with the invoice terms set forth in this section.

Invoicing Schedule: . Payment is due within days of invoice date. Late payments shall bear interest at % per month (or the maximum rate permitted by law), calculated monthly.

All fees are exclusive of taxes; Client shall be responsible for sales, use, value added and other taxes imposed on the Services, except taxes based on Provider's net income.

TERM AND TERMINATION

The initial term of this Agreement shall commence on and expire on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Early termination by Client without cause during the initial term shall entitle Provider to an early termination fee equal to the lesser of (a) the unpaid portion of recurring fees for the remainder of the initial term, or (b) three months' recurring fees.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose any confidential or proprietary information of the other party (the "Discloser") disclosed in connection with this Agreement. Confidential information excludes information that: (a) is or becomes publicly known other than by a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Discloser's confidential information.

The obligations of confidentiality shall remain in effect for years from the date of disclosure, provided that trade secrets shall be protected for as long as they remain trade secrets.

INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall defend, indemnify and hold Provider harmless from and against any third-party claims arising from Client's use of the Services in violation of this Agreement, Client's negligence or willful misconduct, or infringement of third-party rights by Client-provided content.

Provider shall indemnify Client for third-party claims that the Services, as delivered by Provider, infringe a third party's intellectual property rights, provided Provider is given prompt notice and sole control of the defense and settlement. The foregoing indemnity shall not apply to infringement claims arising from Client-provided equipment, software, or modifications.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR VIOLATIONS OF LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

GOVERNING LAW; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for disputes arising under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets related to the Services.

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