Business Services Agreement for Fibre SA

BUSINESS SERVICES AGREEMENT — FIBRE SA

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it has experience, personnel and expertise necessary to perform fiber network planning, deployment and related professional services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services on the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for Client.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are set forth in the Scope of Work field below.

2. PAYMENT TERMS

In consideration of the services provided by Service Provider, Client shall pay Service Provider as follows.

Service Provider shall submit invoices in writing to Client at the address set out in the Notices section. Unless otherwise agreed in writing, Client shall pay undisputed invoices within the payment terms set forth above. Any disputed portion of an invoice shall be notified in writing within ten (10) days and the undisputed portion shall be paid in accordance with this Agreement.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than prior to the effective date of termination.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether written, oral or electronic, 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, including business plans, technical data, designs, network diagrams, pricing, and customer information.

The receiving party shall (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as requested by the disclosing party.

5. WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider represents and warrants that it will perform services in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other under this Agreement shall exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

6. INSURANCE

Service Provider shall maintain commercial general liability, professional liability and workers' compensation insurance in commercially reasonable amounts customary for providers performing similar services and shall provide certificates of insurance upon Client's request.

7. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or such other address as a party may specify in writing.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments referenced herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination or expiration, including Confidentiality, Indemnification, Limitation of Liability and Governing Law, shall survive any termination or expiration of this Agreement.

11. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, franchise, employment or agency relationship between them.

Sign Now