Business Paging Document

BUSINESS PAGING AGREEMENT

This Business Paging Agreement (the Agreement) is entered into as of , (Effective Date), by and between:

Service Provider:    Address:

Client Name:    Address:

RECITALS

WHEREAS, Service Provider operates and maintains electronic paging and notification services, including message delivery, escalation rules, and system administration (Paging Services); and

WHEREAS, Client desires to retain Service Provider to provide Paging Services for Client's business operations as described in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the Paging Services be performed in accordance with the specifications, service levels, and fees described in this Agreement.

SCOPE OF WORK

Service Provider will provide the following Paging Services to Client. The services include configuration, message transmission, on-call scheduling, escalation, maintenance, and reasonable technical support as described below. Specific performance metrics and deliverables will be provided in writing and attached to this Agreement as an addendum or as described in the scope field.

SERVICE LEVELS

Service Provider will use commercially reasonable efforts to maintain an uptime target of % for core paging transmission services, excluding scheduled maintenance and force majeure events. Service Provider will notify Client of scheduled maintenance at least days in advance.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the Paging Services. All amounts due are exclusive of applicable taxes, which shall be the responsibility of Client unless otherwise agreed in writing.

In the event Client fails to pay any undisputed amount when due, a late fee of % per month (or the maximum permitted by law, if less) shall accrue on the overdue balance from the due date until paid. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date, unless earlier terminated as provided herein.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Termination shall not relieve Client of its obligation to pay fees for services rendered prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any nonpublic information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes trade secrets, system configurations, paging lists, contact details, security procedures, pricing, and technical documentation.

Each receiving party shall (a) use the Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) exercise 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 no less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is already known by the receiving party without restriction, or is independently developed.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and provide a written certification of destruction if requested.

DATA SECURITY AND PRIVACY

Service Provider shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Client Data. Service Provider shall promptly notify Client of any unauthorized access to or use of Client Data and shall cooperate with Client to mitigate any harm. The parties acknowledge that specific data protection obligations may be set forth in an attached data processing addendum.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate reasonably in the defense and settlement of the claim.

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 rules.

ENTIRE AGREEMENT

This Agreement, together with any attachments or addenda executed 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, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now