Business Contract on EDIC Lines

BUSINESS CONTRACT ON EDIC LINES

Contract Number:     Effective Date:

Parties

Recitals

WHEREAS, Client operates a business requiring deployment, management, or maintenance of EDIC Lines for the transport, allocation, or accounting of Economic Development/Industry Communications capacity and related services; and

WHEREAS, Provider is duly qualified, experienced, and equipped to supply, install, test and support EDIC Lines and related services in accordance with industry standards and the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

Scope of Work

Provider shall perform the services described below and in any attachments expressly incorporated into this Agreement. Provider shall provide personnel, materials, equipment, and supervision necessary to perform the services in a professional and workmanlike manner consistent with prevailing industry standards.

Payment Terms

Client shall pay Provider for services performed as follows. All amounts are denominated in U.S. dollars unless otherwise specified.

Invoices are due net days from receipt. Late payments shall bear interest at the rate of percent per month (or the maximum lawful rate if less), calculated monthly on outstanding amounts until paid in full. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Provider in enforcing payment obligations.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, customer, or pricing information, including trade secrets or proprietary data, disclosed in any form. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing its obligations under this Agreement; and (c) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound to protect confidentiality. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received free of restriction from a third party; or (iv) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law or valid legal process, provided it gives the disclosing party prompt written notice and cooperates in seeking protective relief.

Representations, Indemnification, and Limitation of Liability

Each party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. Client represents that it will provide accurate information and access as reasonably required for Provider to perform.

Provider shall indemnify and hold Client harmless from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Provider's gross negligence or willful misconduct in performing services under this Agreement. Client shall indemnify Provider for claims arising from Client's negligence or breach of this Agreement.

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND CLAIMS FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that state, and both parties submit to the exclusive jurisdiction and venue of such courts.

Entire Agreement

This Agreement, including all exhibits, attachments and written statements of work executed by the parties, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid provision that most closely effects the parties' intent.

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