Business Services Lan

Business Services Lan

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of designing, installing, configuring and maintaining local area network systems and related IT infrastructure, and possesses the technical expertise and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform network services for Client's premises under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services on the terms and conditions provided below.

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, term and remedies applicable to the relationship between the parties.

Agreement Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider shall furnish all labor, materials, equipment and supervision necessary to provide the services described below. Services shall include planning, installation, configuration, testing and initial commissioning of LAN hardware and software, documentation of configurations, and training of Client personnel as detailed in the scope.

Payment Terms

As compensation for the services described in this Agreement, Client shall pay Service Provider the fees set forth below and in accordance with the schedule. All amounts are payable in U.S. dollars and exclude applicable sales or use taxes unless otherwise noted.

Any amount not paid within days of the due date shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by law. Client shall additionally be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting delinquent amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all confidential and proprietary information disclosed by the other party (the "Disclosing Party"), including without limitation network designs, configurations, security settings, pricing, and business operations ("Confidential Information"). Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement and shall protect such 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: (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any reasonable effort to obtain a protective order or other remedy.

Upon termination of this Agreement, Receiving Party shall promptly return or destroy Disclosing Party's Confidential Information and certify in writing to Disclosing Party that it has done so, except that Service Provider may retain one archival copy for compliance purposes.

Representations; Warranties; Limitation of Liability

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county of the governing state selected above.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail, certified mail, return receipt requested.

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