Business Services Bandwidth Increase

Business Services Bandwidth Increase Agreement

Recitals

WHEREAS Service Provider Name: is engaged in the business of providing data communications and network services; and

WHEREAS Client Name: (Client) receives business Internet services pursuant to an existing service agreement under Account/Reference Number: ;

WHEREAS the parties desire to modify the Service to increase provisioned bandwidth at the Service Location: on the terms and conditions set forth below.

Scope of Work

Current provisioned bandwidth: ; Requested provisioned bandwidth: .

Nature of increase: Temporary Permanent Expedited provisioning (additional fee)

Payment Terms

Late Payment Fee: if any billed amount is not received within days after the invoice due date, a late fee of will be applied and interest will accrue at the lesser of the maximum lawful rate or .

Term and Termination

Effective Date: ; Termination Date: .

Either party may terminate this Bandwidth Increase Agreement for material breach not cured within the notice period set forth above or for insolvency proceedings by delivering written notice to the other party. Termination of this Agreement will not relieve Client of payment obligations for services provided or costs reasonably incurred by Service Provider in connection with provisioning the increase prior to the effective date of termination.

Confidentiality

Each party shall treat as Confidential Information all non-public business, technical and pricing information disclosed in connection with this Agreement, including network configurations and pricing adjustments. Confidential Information shall not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed. The receiving party shall 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. Confidentiality obligations will survive termination for a period of two years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Representations and Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a commercially reasonable manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED AS IS AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Liability and Indemnification

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the incremental monthly charges paid by Client for the increased bandwidth during the three months immediately preceding the claim. Client shall indemnify and hold harmless Service Provider from claims arising from Client's misuse of the increased capacity or failure to comply with applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes by negotiation, and if unresolved to submit the dispute to binding arbitration in the county where Service Provider maintains its principal place of business, unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with any applicable service order, statement of work or amendment signed by both parties, 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. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Administrative Details

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