Business Services Metronet

BUSINESS SERVICES AGREEMENT — METRONET

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is in the business of providing business and network-related services, including but not limited to project management, network design, provisioning, installation oversight, and ongoing operational support (collectively, "Services");

WHEREAS, Client desires to engage Service Provider to perform the Services described herein for the Client's business operations and Service Provider is willing to perform such Services on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement set forth the entire understanding between them with respect to the Services and payment therefor.

SCOPE OF WORK

Service Provider shall provide the Services described below and any ancillary tasks reasonably necessary to complete the Services in accordance with industry standards and applicable law. Specific deliverables, milestones, and acceptance criteria shall be as set forth in this Section and any Statement(s) of Work executed under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Initial Deposit (if applicable): due on or before .

Recurring / Milestone Payments: Select applicable (multiple selections allowed):

Unpaid amounts shall accrue interest at a rate of per month, or the maximum rate permitted by law, and Service Provider may suspend Services for invoices more than days past due after providing written notice.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party to the other Party, whether disclosed orally, visually, or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is known to the receiving Party without restriction at the time of disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is received from a third party without breach of any obligation of confidentiality.

The receiving Party shall (i) protect Confidential Information of the disclosing Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisers who have a need to know and who are bound by substantially similar confidentiality obligations. If a receiving Party is compelled to disclose Confidential Information by law or valid order of a governmental authority, it shall provide prompt written notice to the disclosing Party and cooperate to seek a protective order or other limitation on disclosure, if reasonably requested by the disclosing Party.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or business interruption. The aggregate liability of each Party for claims arising out of or related to this Agreement shall not exceed the amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to 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 its conflicts of law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within 30 days, either Party may pursue any available legal or equitable remedy in a court of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any Statement(s) of Work and exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

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 merger or sale of substantially all of its assets. Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Notices: All notices 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.

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