Business Services DSL Agreement

Business Services DSL Agreement

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

Service Provider:

Client:

RECITALS

WHEREAS, Service Provider is engaged in the business of provisioning DSL-based business connectivity, network management and associated services (collectively, "Services"); and

WHEREAS, Client desires to retain Service Provider to provide Services to Client on the terms set forth in this Agreement, and Service Provider is willing to provide such Services under the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to define the scope, compensation, term, confidentiality obligations and other material terms governing the relationship between them.

SCOPE OF WORK

Service Provider shall perform the Services described below in accordance with the schedules, service levels and specifications agreed by the parties. The Services shall include configuration, installation, testing, monitoring, and reasonable on-site or remote support as set out in this Section.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for Services rendered. Unless otherwise stated, fees are exclusive of taxes, duties and similar charges payable by Client.

The Payment Schedule shall be: One-time payment Monthly recurring Quarterly recurring

Late payments shall bear interest at per month, compounded monthly, or the maximum rate permitted by law, whichever is lower. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually, or in writing, 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 but not limited to technical data, network configurations, pricing, customer lists, business plans and trade secrets.

Obligations: The Receiving Party shall (a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction and without breach of an obligation to the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek protective measures or other relief, and shall disclose only that portion which is legally required.

Return or Destruction: Upon termination or upon request, each party shall return or destroy the other party's Confidential Information and certify such return or destruction in writing, except to the extent retention is required by law or reasonable back-up procedures.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

Notices: Notices under this Agreement shall be provided in writing to the addresses noted above or to an alternate address provided in writing by either party and are effective upon receipt.

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