Business Services VPBX Agreement

Business Services VPBX Agreement

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

Recitals

WHEREAS, the Service Provider operates and maintains a hosted virtual private branch exchange (VPBX) telephony platform and related business voice services (the Services); and

WHEREAS, the Client desires to engage the Service Provider to provide the Services and the Service Provider agrees to provide such Services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the parties' complete agreement concerning the provision of the VPBX Services.

Scope of Work

The Service Provider shall provide the Services described above, including configuration of virtual PBX numbers, call routing, voicemail, call recording (if requested), user provisioning, and administrative support as detailed in the Description of Services. Any modifications to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

Payment Terms

Invoicing will occur: . Payment is due within days of invoice date. All fees are exclusive of taxes, which shall be paid by the Client where applicable.

Past due amounts shall accrue interest at a rate of (or the maximum rate permitted by law) and the Service Provider may suspend Services after providing the Client with written notice and a ten (10) day cure period.

Term and Termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach, except that the Service Provider may terminate upon shorter notice for nonpayment in accordance with the Payment Terms. Upon termination, the Client shall pay for all Services performed through the termination date and any non-cancelable obligations incurred by the Service Provider on Client's behalf.

Confidentiality

Each party (Receiving Party) shall keep confidential and not disclose to any third party, except as required for performance of the Services or as required by law, any non-public information disclosed by the other party (Disclosing Party) that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information excludes information that (i) is or becomes publicly available without breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations in this Confidentiality section are mutual and shall survive termination for a period of years.

Limitation of Liability

Except for liability resulting from willful misconduct, gross negligence, or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, or lost profits. The Service Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid by the Client under this Agreement during the twelve (12) month period preceding the claim.

Notices

Notices shall be in writing and delivered by hand, certified mail, nationally recognized overnight courier, or by electronic mail with confirmed receipt to the addresses provided above or to other addresses designated in writing by either party.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that the Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall be deemed to create a partnership, joint venture, or agency relationship.

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