Business Services PakNet

Business Services PakNet

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services related to the operation and enhancement of Client's network, communications, and related business processes (the "Services"); and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the Services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the Services.

SCOPE OF WORK

Service Provider shall perform the Services described below in accordance with the terms of this Agreement. The Services shall include, at minimum, the tasks, milestones, and deliverables described in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms. All payments are due in United States Dollars unless otherwise stated. Unless otherwise agreed in writing, amounts stated below are exclusive of taxes for which Client is responsible.

Late payments shall bear interest and collections charges as follows: an interest charge of per month (or the maximum rate permitted by law, if less) on any unpaid balance, plus a late fee of . Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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, without limitation, trade secrets, business plans, technical data, pricing, customer lists, and operational procedures.

Each party agrees to (a) hold Confidential Information of the other party in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this section do not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without reference to the Confidential Information, or (iv) is required to be disclosed by law or valid governmental order, provided that the disclosing party gives prompt notice and cooperates in seeking a protective order or other appropriate remedy.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any modification or amendment 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 contacts below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given when received.

ADDITIONAL PROVISIONS

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