Business Services GSM Contract

Business Services GSM Contract

This Business Services GSM Contract (the "Agreement") is entered into by and between Client Name: with principal address at (hereinafter "Client"), and Service Provider Name: with principal address at (hereinafter "Provider").

RECITALS

WHEREAS, Client requires mobile communications management, global SIM provisioning and ongoing lifecycle services for global subscriber modules ("GSM Services"); and

WHEREAS, Provider represents that it possesses the expertise, technology, personnel and authorizations necessary to perform GSM Services for Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations governing Provider's performance and Client's payment for such services.

EFFECTIVE DATE AND TERM

Effective Date: .

Term End Date: .

SCOPE OF WORK

Provider shall perform the GSM Services described below in a professional and workmanlike manner in accordance with industry standards. Services include but are not limited to provisioning, SIM lifecycle management, remote SIM configuration, IMSI management, roaming profile administration, monitoring and reporting, and technical support as set forth herein.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the following terms. All amounts are in United States Dollars unless otherwise agreed in writing.

Past due amounts shall accrue a late fee of % per month or a flat fee of , whichever is greater, commencing ten (10) days after the invoice due date.

Unless otherwise agreed, Client is responsible for all taxes imposed by applicable authorities on payments to Provider. Provider shall invoice taxes separately where applicable.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the Term End Date unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the intended termination date.

Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is identified as confidential or that, given its nature or the circumstances surrounding disclosure, reasonably should be considered confidential. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) developed independently without use of Confidential Information, or (d) required to be disclosed by law with prompt notice to the disclosing party.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

INTELLECTUAL PROPERTY; DATA

Except as expressly provided otherwise in writing, Provider retains all right, title and interest in pre-existing tools, software, platforms, templates and methodologies used to provide the Services ("Provider IP"). Client retains all right, title and interest in its data and subscriber information. To the extent Provider creates deliverables specifically for Client and paid in full, ownership of those deliverables shall transfer to Client; provided, however, Provider shall retain a perpetual, royalty-free license to incorporate aggregated, anonymized performance metrics into its analytics.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW; 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. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the selected jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice in accordance with this section, and shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) day after delivery to a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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