Business Fibre Document

Business Fibre Document

This Business Fibre Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: , a(n) with principal place of business at and Client Name: , a(n) with principal place of business at (each a Party and together the Parties).

Recitals

WHEREAS, Service Provider owns, operates and maintains fibre optic network infrastructure and provides dedicated fibre connectivity and related services to business customers; and

WHEREAS, Client requires installation of fibre connectivity, equipment provisioning and ongoing service for the Service Location: ; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the installation, operation and maintenance of the fibre service under the terms and conditions of this Agreement.

Scope of Work

Services to be performed by Service Provider include, without limitation: site survey, permitting coordination, conduit and fibre installation, termination at demarcation point, provisioning of Customer Premises Equipment where applicable, acceptance testing in accordance with the Acceptance Criteria set forth below, and ongoing maintenance and fault resolution as provided in this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below. All fees are payable in lawful currency and are exclusive of taxes which the Client shall additionally be responsible for unless a valid exemption is furnished.

Late payments shall bear interest at the rate of % per month (or the maximum permitted by law, whichever is less), calculated from the date such payment is due until paid. Client shall be responsible for costs of collection, including reasonable attorney fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: (the Term), unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach. Service Provider may suspend service without liability for non-payment or if Client fails to provide necessary site access or consents required for installation.

Confidentiality

Each Party (Receiving Party) shall hold confidential and not disclose to any third party any Confidential Information disclosed by the other Party (Disclosing Party) except as required to perform its obligations under this Agreement. Confidential Information means non-public information marked confidential or that which a reasonable person understands to be confidential given its nature and the circumstances of disclosure. The obligations set forth herein shall not apply to information which: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was within the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Limitation of Liability and Indemnity

Except for liability arising from a Party’s gross negligence, willful misconduct, or indemnification obligations, each Party’s aggregate liability to the other for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider during the preceding twelve (12) months. Neither Party shall be liable to the other for incidental, consequential, special, punitive or lost profit damages.

Client shall defend, indemnify and hold harmless Service Provider and its officers, directors and agents from and against any third party claims arising from Client’s misuse of the service, breach of this Agreement, or violation of law in connection with Client’s network usage.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be submitted to final and binding arbitration administered in the county where the Service Location is situated, subject to the rules mutually agreed by the Parties.

Entire Agreement; Amendments

This Agreement, including any exhibits, statements of work and accepted change orders expressly incorporated herein, constitutes the entire understanding and agreement between the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings, 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.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to any successor in interest in connection with a merger, sale of substantially all assets, or transfer of the business to which this Agreement relates.

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