Business Fibras Document

Business Fibras Document

This Business Fibras Agreement (the Agreement) is entered into effective as of , by and between Provider Name: , with principal place of business at Provider Address: , and Client Name: , with principal place of business at Client Address: .

Recitals

WHEREAS, Provider operates, develops, manages and provides services related to fibra assets, fiber infrastructure, lease portfolios and ancillary services for transmission and related facilities (collectively, the Fibras Assets);

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement with respect to certain Fibras Assets and Provider is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement establish the scope, compensation, confidentiality protections and governance applicable to the engagement of Provider by Client.

Scope of Work

Provider shall perform the services described in this Scope of Work section and any appended schedules. The services shall include asset assessment, lease management, operations oversight, capital planning, project management and other professional services reasonably necessary for the operation, optimization and monetization of the Fibras Assets.

Payment Terms

Client shall pay Provider the fees and reimbursements specified below in consideration for the services. Fees are exclusive of taxes unless otherwise stated; Client shall be responsible for applicable taxes.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate of per month, compounded monthly, after a grace period of days. Provider may suspend services for nonpayment following written notice and the expiration of the cure period.

Term and Termination

This Agreement shall commence on the Term Start Date and, unless earlier terminated in accordance with this section, shall continue until the Term End Date.

Term Start Date: , .

Term End Date: , .

Either party may terminate this Agreement for the other party’s material breach upon written notice if the breach remains uncured after days following receipt of notice. Either party may terminate for convenience upon days’ prior written notice. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including financials, contract terms, technical data, and customer information (Confidential Information). The Receiving Party shall not disclose Confidential Information except to its officers, employees, agents and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no breach by the Receiving Party, is rightfully received from a third party without breach of an obligation of confidentiality, or is independently developed without use of the Disclosing Party’s Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be maintained for so long as they qualify as trade secret under applicable law.

Notices

Governing Law

This Agreement shall be construed in accordance with and governed by the laws of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising under or related to this Agreement.

Entire Agreement

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Survival

Provisions that by their nature should survive termination (including confidentiality, payment obligations, indemnities and governing law) shall survive the expiration or termination of this Agreement.

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