Business Phone Solution

BUSINESS PHONE SOLUTION AGREEMENT

This Business Phone Solution Agreement ("Agreement") is entered into as of by and between Service Provider Name: with principal address and Client Name: with principal address .

WHEREAS

WHEREAS, Provider is engaged in the business of supplying hosted telephony, VoIP, and related managed communications services and possesses the technical skill, personnel, and equipment necessary to provide such services; and

WHEREAS, Client desires to retain Provider to supply and maintain a business phone solution comprising equipment, network configuration, and recurring telephony services under the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of services, payment obligations, term, confidentiality requirements, and other material rights and obligations.

SCOPE OF WORK

Services to be provided may include initial system design, provisioning of cloud PBX or onsite PBX hardware, SIP trunking, handset provisioning, number porting, configuration of auto-attendant and call-routing, user training, and ongoing monitoring and support. Specific modules to be included:

PAYMENT TERMS

Client shall pay Provider the fees described below. All monetary amounts are in U.S. dollars and exclude applicable taxes unless otherwise stated.

Invoicing and Payment Schedule: Provider will invoice Client in accordance with the following billing schedule: Payments are due within days of invoice date. Acceptable payment methods: .

Late Payment: Past due amounts shall accrue interest at or the maximum permitted by law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Taxes: Client is responsible for all sales, use, excise or other taxes (excluding taxes on Provider's net income) arising from the provision of services.

TERM AND TERMINATION

Term Commencement Date: Initial Term (months): . Unless earlier terminated in accordance with this Agreement, the Agreement shall continue for the Initial Term and shall .

Termination for Convenience: Either party may terminate this Agreement after the Initial Term upon providing days' prior written notice.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Upon termination, Client shall pay all outstanding fees, return or purchase equipment per the equipment return schedule, and Provider shall make final porting arrangements for telephone numbers, subject to payment of applicable outstanding charges.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic business, technical, customer, and pricing information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) limit disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known without breach; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations shall continue during the term of this Agreement and for years thereafter, except for trade secrets which shall remain protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any dispute arising out of or related to this Agreement shall be the state and federal courts located in the county specified by the governing state's procedural rules.

ENTIRE AGREEMENT

This Agreement, including any statements of work and addenda executed by the parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Service Levels and Support: Provider will provide support in accordance with the service level commitments articulated in the applicable statement of work. Remedies for failure to meet service levels shall be Provider credits as specified in such statement of work, and Provider's aggregate liability related to service levels shall be subject to the limitation of liability set forth below.

Limitation of Liability: Except for liability resulting from willful misconduct or gross negligence, each party's liability for direct damages arising out of this Agreement shall be limited to the greater of (i) the fees paid by Client to Provider in the twelve (12) months preceding the claim or (ii) $10,000. Neither party shall be liable for consequential, incidental, special, punitive or exemplary damages.

NOTICES

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