Business Communication Tool

BUSINESS COMMUNICATION TOOL AGREEMENT

This Business Communication Tool Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider develops, operates and licenses a proprietary suite of communication tools and related services, including messaging, conferencing, and integration features (the Tool); and

WHEREAS, Client desires to engage Service Provider to provide access to and support for the Tool, and Service Provider is willing to provide such access and support on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

1.1 Services. Service Provider shall provide Client access to the Tool, including required configuration, onboarding, and ongoing support as described in the Scope of Work below. Deliverables shall include any custom integrations expressly described in the Scope of Work and any documentation reasonably necessary for Client's use of the Tool.

1.2 Service Levels. Service Provider will use commercially reasonable efforts to maintain availability and provide support in accordance with the service level terms specified in the Scope of Work. Specific remedies for failure to meet service levels shall be limited to the remedies expressly set forth in this Agreement.

2. PAYMENT TERMS

2.1 Fees. Client shall pay Service Provider the Fees described below in consideration for access to and use of the Tool.

2.2 Invoicing and Payment. Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed amounts within the time specified in the Payment Schedule. Disputed amounts shall be documented in writing and the parties shall meet promptly to resolve the dispute, but Client shall pay any undisputed portion by the due date.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

3.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other party.

3.4 Effect of Termination. Upon termination, Client shall return or destroy all Confidential Information of Service Provider as required herein. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination, and any unpaid fees for services performed prior to termination shall become immediately due.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, customer lists, pricing and technical information.

4.2 Obligations. The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than these; and (c) take reasonable measures to protect the confidentiality of such information.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

5. INTELLECTUAL PROPERTY; LICENSE

5.1 Ownership. Service Provider and its licensors retain all right, title and interest in and to the Tool, associated software, documentation, and all intellectual property rights therein. Nothing in this Agreement conveys any ownership interest in such intellectual property to Client.

5.2 License. Subject to Client's compliance with the terms of this Agreement, Service Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the Tool solely for Client's internal business purposes during the Term.

6. LIMITATION OF LIABILITY & INDEMNITY

6.1 Limitation of Liability. EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.2 Indemnity. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's misuse of the Tool, breach of this Agreement, or violation of any applicable law. Service Provider shall indemnify Client for third-party claims that the Tool, as provided, infringes a third party's issued patent or copyright, subject to Service Provider's sole control of the defense and settlement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, including any schedules or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior representations, negotiations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

9.2 Notices. Notices under this Agreement shall be delivered to the contact information provided below and shall be effective upon receipt.

9.3 Remedies. The parties acknowledge that a breach of the confidentiality or intellectual property provisions of this Agreement may cause the non-breaching party irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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