Business Services Agreement for Verizon

BUSINESS SERVICES AGREEMENT — VERIZON

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

Recitals

WHEREAS, Client desires to procure certain telecommunications, networking, and business services and related deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to provide such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth the terms governing the scope of services, compensation, confidentiality, and other matters as set forth below.

Scope of Work

Service Provider shall perform the services, supply the personnel, equipment, and deliverables as described in the statement of work below. Services shall conform to the specifications, timelines, and acceptance criteria set forth by Client in writing.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services described in this Agreement, subject to acceptance by Client and compliance with the payment schedule.

Invoices shall be issued in accordance with the payment schedule and are payable within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower) on the outstanding balance, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice to the other party.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations do not apply to information that is or becomes publicly available other than by breach of this Agreement, independently developed without reference to the Confidential Information, or required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party to permit protective measures).

Intellectual Property and Deliverables

Unless otherwise agreed in a written statement of work, Service Provider grants to Client a nonexclusive, royalty-free, worldwide license to use any deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of its preexisting materials, tools, and methodologies. To the extent any deliverable contains Service Provider's preexisting intellectual property, Service Provider hereby grants Client a perpetual, nonexclusive license to use such preexisting materials to the extent incorporated into the deliverable.

Indemnification and Limitation of Liability

Each party ("Indemnitor") shall indemnify, defend, and hold harmless the other party ("Indemnitee") from and against third-party claims arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special, punitive, or exemplary damages, except to the extent such damages arise from a party's willful misconduct or gross negligence.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and sent to the addresses listed above or such other address as the party may designate by notice in accordance with this section.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach or right shall be effective unless in writing signed by the waiving party. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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