Business PBX Renewal

BUSINESS PBX RENEWAL AGREEMENT

This Business PBX Renewal Agreement (the Agreement) is entered into as of the Effective Date by and between Service Provider Name: and Client Name: . The parties agree to renew maintenance, licensing and related services for the Client's PBX system on the terms set forth below.

RECITALS

WHEREAS, Service Provider operates and maintains business telephone exchange systems and provides support, maintenance, upgrades and licensing for PBX equipment and associated services;

WHEREAS, Client currently utilizes a PBX system owned or managed by Client and desires to renew Service Provider's support, maintenance and software licensing for an additional term under the terms and conditions set forth herein;

WHEREAS, the parties have agreed to the renewal described in this Agreement and intend to be legally bound by this Agreement's terms.

SCOPE OF WORK

Service Provider shall provide the services described below with respect to the Client's PBX equipment, software and connectivity. Services include, but are not limited to, scheduled maintenance, emergency support, software updates and licensing management as set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the Renewal Fee and any applicable taxes, fees and approved expenses in accordance with the schedule below. All payments are non-refundable except as otherwise expressly provided in this Agreement.

TERM AND TERMINATION

The term of this Agreement commences on the Start Date set forth below and continues until the End Date unless earlier terminated in accordance with this Agreement. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure within the cure period set forth below.

Start Date:    End Date:

If checked, this Agreement will automatically renew for successive one-year terms at the then-current renewal fee unless either party provides written notice of non-renewal in accordance with the Notice Period above.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may obtain confidential information of the other party including system configurations, user credentials, call records, pricing and business processes ("Confidential Information"). Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations, and (c) not use Confidential Information except to perform obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes publicly known other than by a breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other's Confidential Information. Upon termination, each party shall return or destroy Confidential Information at the disclosing party's direction.

SERVICE LEVELS AND CUSTOMER RESPONSIBILITIES

Service Provider will use commercially reasonable efforts to meet the service levels described below. Client agrees to provide access to equipment, network connectivity and timely approvals required for Service Provider to perform services.

LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of profits, business interruption or loss of data, even if advised of the possibility of such damages. Service Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) 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 its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments (including the Scope of Work) and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the contact information provided by the parties below.

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