Business Fiber Document

BUSINESS FIBER DOCUMENT

This Business Fiber Agreement (the Agreement) is made effective as of between Service Provider: with principal place of business at and Client: located at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of deploying, provisioning and maintaining fiber optic communications networks and related services; and

WHEREAS, Client desires to procure dedicated fiber connectivity and ancillary services at the Service Location described below and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

Service Location:

SCOPE OF WORK

Service Provider shall furnish labor, materials, equipment and perform all work necessary to design, install, test and commission a fiber optic connection and associated equipment (collectively, the Services) at the Service Location in accordance with the specifications set forth below and any attachments incorporated herein.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in consideration for the Services. All fees are exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, all invoices are due within days of the invoice date. Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law, in addition to any collection costs and attorneys' fees incurred by Service Provider.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for days after written notice of such breach. Termination shall not relieve Client of payment obligations for Services performed or costs incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, technical or financial information disclosed by one party to the other in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without restriction and without breach of any obligation to the disclosing party; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prompt notice and cooperates to seek protective measures.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality or intellectual property rights, neither party will be liable to the other for consequential, incidental, special, punitive or exemplary damages, including loss of profits, revenue or business opportunity, even if advised of the possibility of such damages. Except for damages arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the fees paid by Client to Service Provider hereunder in the twelve (12) months preceding the event giving rise to the claim.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party shall remain the sole property of that party. Service Provider grants Client a non-exclusive, non-transferable license to use firmware, software or documentation delivered as part of the Services for Client's internal business purposes. Client shall not copy, modify, reverse engineer or otherwise attempt to derive source code from any software delivered by Service Provider.

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. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with any Exhibits, Statements of Work and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets related to this Agreement. Notices shall be given in writing to the addresses set forth above and shall be effective upon receipt.

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