Business Leased Line Contract

BUSINESS LEASED LINE CONTRACT

This Business Leased Line Contract (the "Agreement") is entered into as of (the "Effective Date") by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to obtain a dedicated, point-to-point leased line service from Provider for business data transmission, and Provider is willing to provide such service under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the leased line shall be provisioned with the committed bandwidth, demarcation point, and service levels described in this Agreement and in the Scope of Work attached hereto or set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Committed Bandwidth:   Demarcation Point:

2. INSTALLATION AND ACCEPTANCE

Provider shall perform installation and testing in accordance with the schedule agreed by the parties. Installation address:

Client shall accept the service upon successful completion of acceptance testing or, failing that, upon expiration of a reasonable acceptance testing period not to exceed thirty (30) days after service activation unless a failure is reported in writing.

3. PAYMENT TERMS

Invoices are due within days of invoice date. Late payments shall incur a late fee equal to on the unpaid balance, or the maximum permitted by law, whichever is less.

4. TERM AND TERMINATION

Term Commencement: .

Initial Term: months. Thereafter the Agreement shall automatically renew unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination for convenience by Client requires sixty (60) days' prior written notice and payment of all fees through the effective date of termination and any applicable early termination charges described in the Scope of Work.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" includes business, technical and financial information, network design and security measures, pricing, contract terms, and client data disclosed in connection with the provision of the leased line. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure is permitted to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Required disclosures by law shall be permitted only after providing the Disclosing Party reasonable prior notice and cooperating in any protective measures.

6. LIMITATION OF LIABILITY

Except for payment obligations and breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement, whether in contract, tort or otherwise, even if advised of the possibility of such damages. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total recurring fees paid by Client to Provider in the twelve (12) months prior to the event giving rise to the claim.

7. SERVICE LEVELS AND MAINTENANCE

Provider will use commercially reasonable efforts to achieve the service levels specified in the Scope of Work. Scheduled maintenance shall be communicated in advance and performed outside of normal business hours where practicable. Emergency maintenance required to protect the network may be performed without prior notice.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Exclusive venue for any dispute arising under this Agreement shall be the courts located in that jurisdiction.

9. ENTIRE AGREEMENT

This Agreement, together with any Scope of Work and accepted order forms executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modifications must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.

Sign Now