Business Internet Agreement

BUSINESS INTERNET AGREEMENT

This Business Internet Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Service Provider: with a principal place of business at , and Client: with a principal place of business at .

RECITALS

WHEREAS, Service Provider is duly engaged in the business of providing internet access, networking and related telecommunications services to commercial customers under professional standards customary to the industry; and

WHEREAS, Client desires to obtain from Service Provider, and Service Provider agrees to provide, managed business internet services and associated installation, maintenance and support as set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the parties intend that this Agreement set forth the full scope of services, performance obligations, fees and remedies related to the provision of such services.

SCOPE OF WORK

Services provided shall include installation, provisioning of bandwidth, network equipment configuration, monitoring, and reasonable on-site or remote support. Service Provider shall use commercially reasonable efforts to meet the performance metrics and installation schedule set forth in the Description of Services above.

PAYMENT TERMS

All fees are exclusive of taxes and duties; Client shall be responsible for all sales, use, excise and other taxes arising from this Agreement except taxes on Service Provider's net income. Service Provider may suspend services for failure to pay undisputed amounts thirty (30) days after written notice and expiration of any cure period required by this Agreement.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on the Start Date set forth below and remain in effect until the End Date, unless earlier terminated in accordance with this Section.

Start Date: . End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach, except that material nonpayment by Client is subject to the notice and cure provisions set forth in Payment Terms. Termination shall not relieve Client of payment obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information of the other party only to perform its obligations or exercise its rights under this Agreement, (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose such Confidential Information to any third party except to employees, contractors and advisors with a need to know and subject to obligations of confidentiality no less restrictive than those in this Agreement.

Confidentiality obligations do not extend to information that: (i) is or becomes publicly known through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to limit disclosure. Confidentiality obligations shall survive termination for a period of years.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of Service Provider for claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

NOTICES

Notices given under this Agreement shall be in writing and delivered by hand, certified mail, courier, or other nationally recognized overnight carrier to the addresses set forth above, and shall be effective upon receipt.

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.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work executed under it, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with the sale of all or substantially all of the assigning party's assets or business. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation. Force majeure events shall excuse performance to the extent and for the duration of the event.

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