Business Mbps Agreement

BUSINESS MBPS AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing business-grade internet access and related services, including dedicated megabits-per-second capacity and network management; and

WHEREAS, Client desires to procure dedicated bandwidth service from Service Provider at the location specified in this Agreement and Service Provider agrees to provide such service under the terms and conditions set forth herein.

WHEREAS, the parties intend to set forth their full agreement regarding committed bandwidth, service levels, fees and confidentiality in this written instrument.

Scope of Work

Service Provider shall deliver dedicated symmetrical bandwidth to Client at the Service Location. Committed bandwidth and technical details are described below and any attached exhibits or service orders incorporated by reference.

Service Levels

Service Provider warrants that it will use commercially reasonable efforts to provide network availability of not less than % measured monthly. In the event of a reduction below the guaranteed availability, Client shall be entitled to service credits limited to the recurring monthly fee pro rata for each hour of downtime beyond scheduled maintenance, up to a maximum of 50% of the monthly fee for the affected billing period. Service credits shall be Client's sole and exclusive remedy for service interruptions.

Payment Terms

Client shall pay Service Provider the fees set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the rate set forth above and Client shall also be liable for reasonable collection costs, including attorneys' fees, to the extent permitted by law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice, or immediately for insolvency or bankruptcy of the other party. Termination shall not relieve Client of payment obligations for services rendered through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party, and shall use only for the purposes of performing this Agreement, Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business or technical information, including network designs, pricing, and customer data, whether disclosed orally, in writing or by inspection. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to receipt; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided it gives prompt notice to the Disclosing Party and cooperates to limit disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligent acts or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute shall be the state or federal courts located in such state unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with any service orders, attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether oral or written. Any amendment must be in writing and signed by both parties.

Notices

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now