Business Services Voicenet

Business Services Voicenet — General Business Agreement

Parties

This Agreement is entered into between Service Provider: with principal place of business at , and Client: with principal place of business at (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Service Provider operates and maintains voice networking, telephony integration, hosted voice services and related communications services (collectively, "Voicenet Services") and has the technical capability and personnel to perform the Services described herein; and

WHEREAS, Client desires to retain Service Provider to provide Voicenet Services for Client's business operations under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the scope of work, payment, confidentiality, term and termination, and governing law.

Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria shall be as follows:

Payment Terms

Client shall pay Service Provider the Fees for the Services according to the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, invoices are due within days from invoice date. Late payments shall incur interest at % per month (or the maximum lawful rate if less).

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience 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 the breach within thirty (30) 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. Service Provider shall deliver any work-in-progress to Client and reasonably cooperate with a transition to a successor provider upon request and at Client's expense.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party to the other 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 business plans, pricing, network architecture and customer data.

Obligations: The receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is or becomes publicly known without breach of this Agreement, independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or rightfully received from a third party without restriction.

Duration: The obligations of confidentiality set forth in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Limitation of Liability

Each Party represents and warrants that it has the power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Data Protection & Compliance

Each Party shall comply with applicable data protection and privacy laws in connection with performance under this Agreement. Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect Client data against unauthorized access, disclosure, alteration and destruction.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either Party may designate in writing. Notices shall be deemed given when delivered in person, by certified mail, or by nationally recognized overnight courier service.

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 conflict of law principles. The Parties shall attempt to resolve disputes arising out of or relating to this Agreement through good faith negotiation. If the Parties cannot resolve a dispute within forty-five (45) days, either Party may seek relief in a court of competent jurisdiction located in the governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed 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, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in a writing 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 this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization, provided the assignee assumes Service Provider's obligations. Relationship of Parties: The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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