Business Services Azure Express Route

Business Services Azure Express Route

Parties and Recitals

This Business Services Agreement (the Agreement) is made and entered into as of by and between:

WHEREAS, Provider operates and supplies network connectivity and managed services and has expertise in provisioning dedicated private network connections to the Microsoft Azure cloud platform using ExpressRoute circuits; and

WHEREAS, Client desires to engage Provider to procure, configure, and manage an Azure Express Route circuit and associated connectivity services under the terms set forth in this Agreement; and

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

Scope of Work

Provider shall procure, provision, and manage Azure Express Route connectivity and related services as described below. Provider will perform the services in a professional manner consistent with industry standards and in accordance with the timelines agreed by the parties.

Payment Terms

Client shall pay Provider as follows. All fees are payable in United States Dollars unless otherwise agreed in writing. Provider will invoice Client in accordance with the selected billing schedule below.

Monthly recurring charges for circuit and management
One-time provisioning/installation charges
Milestone-based payments (details in Scope of Work)

Term and Termination

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the desired termination date. Termination for convenience does not relieve Client of payment obligations for services rendered through the effective termination date and any non‑cancellable third‑party commitments.

Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Material breach includes, without limitation, failure to pay undisputed amounts when due or repeated unavailability of the Express Route circuit materially impacting the Service.

Confidentiality

Each party shall hold in confidence and not disclose the other party's Confidential Information and shall use such Confidential Information solely for the purposes of performing obligations under this Agreement. "Confidential Information" includes technical, commercial, pricing, and network design information disclosed in connection with this Agreement, but excludes information that is or becomes publicly known without breach, is rightfully received from a third party without confidentiality obligations, or is independently developed.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Liability and Indemnification

Provider will indemnify, defend, and hold harmless Client from third‑party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client will indemnify, defend, and hold harmless Provider from third‑party claims arising from Client's breach of this Agreement or misuse of the Services.

Except for willful misconduct or indemnification obligations, each party's aggregate liability for direct damages arising under this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive, or special damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Exclusive venue for disputes shall be the federal or state courts located in the selected jurisdiction unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits and any applicable purchase orders or statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Change Orders and Acceptance

Any change to the Scope of Work or Services shall be documented in a written change order signed by authorized representatives of both parties. Provider will perform acceptance testing as specified in the Scope of Work and will consider Services accepted upon delivery of evidence that the Express Route circuit meets the agreed acceptance criteria or upon Client's written acceptance.

Contacts and Notices

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