Business Services CPBX Agreement

Business Services CPBX Agreement

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

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to obtain hosted CPBX (cloud PBX) telephony, call routing, and related managed telecommunication services as described in this Agreement; and

WHEREAS, Service Provider represents that it is duly qualified and experienced to provide CPBX services, technical support, and administration described herein and will perform such services in accordance with the terms of this Agreement.

SCOPE OF WORK

Service Provider shall provide hosted CPBX services, which may include but are not limited to call routing, voicemail, auto-attendant configuration, user provisioning, SIP trunking support, system monitoring, and routine maintenance. Specific deliverables, milestones, and any hardware or software to be supplied by either party are set forth below and may be amended in writing by mutual agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated; Client is responsible for all taxes imposed on the provision of services under this Agreement.

Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less) on any unpaid balance, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the end date specified below unless earlier terminated in accordance with this Section.

Term Start:

Term End (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one 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. Confidential Information includes technical, commercial, pricing, customer, and network configuration information.

Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed.

Upon termination or written request, receiving party shall promptly return or destroy Confidential Information and certify destruction upon request. Remedies at law may be inadequate to prevent unauthorized disclosure; therefore, disclosing party shall be entitled to seek equitable relief, including injunction, in addition to any other remedies.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality or intellectual property rights, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

SERVICE LEVELS AND MAINTENANCE

Service Provider shall use commercially reasonable efforts to provide the Services in accordance with any agreed service level commitments set forth in the Scope of Work. Scheduled maintenance shall be preceded by at least 48 hours' notice when practicable. Service credits, if any, and their calculation shall be the sole and exclusive remedy for failure to meet any service levels, unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute shall be in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all the assigning party's business assets.

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