Business Communication Solutions

BUSINESS COMMUNICATION SOLUTIONS SERVICE AGREEMENT

This Service Agreement (the Agreement) is entered into as of by and between:

Service Provider: , with principal place of business at

Client: , with principal place of business at

WHEREAS

WHEREAS, Provider is engaged in the business of delivering business communication systems, consulting, and managed services and represents that it has the skill, personnel, and resources necessary to perform the services described herein;

WHEREAS, Client desires to retain Provider to perform certain communication-related services on the terms and conditions set forth in this Agreement and Provider agrees to perform such services for the compensation and upon the conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written Change Order signed by authorized representatives of both parties, which shall specify any adjustments to schedule, fees and deliverables.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Provider within days of invoicing. Provider may suspend performance for any undisputed invoice not paid within days after notice.

All amounts payable hereunder are exclusive of taxes, duties, and other governmental charges. Client shall be responsible for any sales, use, value-added, or similar taxes imposed in connection with the services, excluding taxes based on Provider's net income.

3. TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Termination for Cause: 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 receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for all services performed and reasonable wind-down costs incurred through the effective date of termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation technical, business, product, pricing, marketing and customer information.

Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Receiving Party may disclose Confidential Information to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of Receiving Party; (ii) was known to Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information of Disclosing Party and certify in writing the return or destruction upon request. The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and signed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

Independent Contractors: The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other by contract or otherwise.

Limitation of Liability: Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for any indirect, incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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