Business Document TMobile

Business Agreement — TMobile

This Business Agreement ("Agreement") is made and entered into by and between Client Name: and Service Provider Name: . Agreement Effective Date:

Recitals

WHEREAS, Client requires telecommunications-related business services, including but not limited to consulting, equipment provisioning, and project coordination, as further described in the Scope of Work below; and

WHEREAS, Service Provider has the capability and expertise to perform the services described herein and agrees to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, compensation, confidentiality obligations and other terms governing the relationship.

Scope of Work

Service Provider shall furnish all labor, materials, equipment and supervision necessary to perform the services described in the Scope of Work in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones and acceptance criteria shall be those set forth in the Scope of Work or such attachments signed by both parties.

Payment Terms

Payment is due in accordance with the invoice terms set forth above. Client shall pay undisputed amounts within days of receipt of a correct invoice. All payments shall be made in United States dollars unless otherwise agreed in writing.

Overdue payments shall accrue interest at per month (or the maximum rate permitted by applicable law, if lower), plus reasonable collection costs. The parties agree that assessment of such interest is a reasonable estimate of liquidated damages and not a penalty.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination for any reason, Service Provider shall deliver to Client all completed work and any work in progress for which Client has paid. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) 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 a reasonable degree of care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or valid court order, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for the period specified above and for any additional period required by applicable law.

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising out of this Agreement.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and costs arising from Service Provider's breach of this Agreement, gross negligence, or willful misconduct. Client shall indemnify Service Provider for claims arising from Client's breach of this Agreement or Client-provided materials that infringe third-party rights.

Entire Agreement and Miscellaneous

This Agreement, together with any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless 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 either party may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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