Business ISP Goals

Business ISP Goals Agreement

Recitals

WHEREAS, Service Provider is engaged in the business of providing internet service planning, capacity design, and managed ISP solutions and possesses the personnel and technical capability to assist businesses with network strategy and measurable ISP performance goals;

WHEREAS, Client desires to retain Service Provider to define, document, and implement ISP goals, performance metrics and improvement milestones for Client's business operations as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall develop and deliver to Client a written ISP Goals Plan (the "Plan") that shall include specific goals, measurable performance metrics, timelines for implementation, acceptance criteria, recommended configuration changes, and monitoring procedures. The Plan shall address both near-term stabilization and long-term capacity planning.

Performance Goals

The parties will use the following measurable targets to evaluate ISP performance under this Agreement. These targets shall be incorporated into the Plan and may be revised only by written amendment signed by both parties.

Target Date:

Target Date:

Bandwidth Target:

Uptime Target:

Incident Response Target:

Payment Terms

Client shall pay Service Provider for services performed under this Agreement in accordance with the following terms. All payments are due in United States Dollars and are non-refundable except as expressly set forth herein.

Invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. Client must notify Service Provider in writing of any disputed charges and the parties shall negotiate in good faith to resolve any such dispute.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue 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 if such breach remains uncured for the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that during performance under this Agreement it may receive confidential information of the other party ("Confidential Information"). Confidential Information shall include nonpublic business, technical, financial and operational information, plans, reports, specifications, and any data marked confidential or that a reasonable person would consider confidential.

Each receiving party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) protect Confidential Information with at least the same standard of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Exceptions: Confidential Information does not include information that is (a) public without breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the recipient without use of Confidential Information; or (d) required to be disclosed by law or court order, provided the disclosing party is given prompt notice and the disclosure is narrowly tailored.

I acknowledge and accept the Confidentiality provisions set forth above.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the State specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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