Business PBX Template

BUSINESS PBX TEMPLATE

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

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying, installing, configuring and maintaining business PBX systems, SIP trunks and associated telephony services; and

WHEREAS, Client desires to procure PBX system hardware, installation services, voice routing and ongoing support from Provider on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Provider shall perform the following services and deliverables in accordance with the schedules and specifications set forth below. Provider shall provide all labor, materials and supervision necessary for the performance of the services unless otherwise stated.

System Configuration and Capacity

Number of extensions:   Number of SIP trunks:

Hardware provided by: Client Provider   If Other, specify:

Maintenance and ownership: Provider warrants the installation work; hardware warranty and ownership remain as set out in the scope above and in any attached delivery receipts. Title to hardware transfers only if expressly set forth in writing.

Service Levels

Uptime commitment:   Response time for critical incidents:

Payment Terms

Installation fee (one-time):

Recurring monthly service fee:   Billing frequency:

Late payment fee:   Collection costs and interest on overdue amounts are payable by Client.

Term and Termination

Term commencement date:   Term end date:

Either party may terminate this Agreement for material breach not cured within days after written notice. For convenience, either party may terminate upon days' prior written notice.

Confidentiality

Each party agrees that it will not disclose Confidential Information of the other party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property and Data

All pre-existing intellectual property rights of each party remain the property of that party. Software, configuration scripts and documentation created by Provider specifically for Client under this Agreement shall be considered work product owned by Provider, subject to a perpetual, non-exclusive license to Client for internal business operations unless otherwise agreed in writing.

Limitation of Liability & Indemnification

Neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any attachments, exhibits and accepted orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required by this Agreement shall be sent to the contact details provided above. Any assignment of this Agreement requires the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all assets.

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