Business Switchboard Template

BUSINESS SWITCHBOARD AGREEMENT

Parties

Client Name:

Recitals

WHEREAS, Client operates a business requiring centralized call intake, routing, and message-handling services; and

WHEREAS, Service Provider is duly qualified and experienced to provide professional switchboard operations and accepts responsibility to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, performance standards, compensation, confidentiality, and other terms governing the provision of switchboard services.

Scope of Work

Service Levels and Performance

Response Time Objective:

Call Transfer/Resolution Standard:

Payment Terms

Service Fee (Base): $ per .

Additional Usage Fees:

Late Payment: A late fee of shall apply to balances overdue more than days. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days following written notice. Termination does not relieve Client of obligations to pay for services rendered through the effective termination date.

Confidentiality

Each party acknowledges that during performance it will have access to Confidential Information of the other party. "Confidential Information" includes call recordings, client lists, routing protocols, scripts, and any non-public business information. Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform under this Agreement, and (c) limit disclosure to employees, contractors, or agents on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination for a period of , except that Trade Secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Access; Data and Equipment

Provider will maintain commercially reasonable technical and organizational safeguards to protect call recordings and Client data. Provider shall not alter Client call routing or scripts without prior written approval from Client.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other for third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from intentional misconduct, gross negligence, or breaches of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider in the prior six (6) months.

Governing Law

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.

Entire Agreement; Amendments

This Agreement, including any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship except as expressly set forth.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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