Business Telephone Agreement

BUSINESS TELEPHONE AGREEMENT

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of supplying business telephone services, including installation, provisioning, maintenance and billing of voice circuits and associated equipment; and

WHEREAS, Client desires to obtain such telephone services and related equipment for Client's business operations at the Service Location described below; and

WHEREAS, the parties desire to set forth their respective obligations, rates, service levels and terms in this written agreement effective as of Effective Date: , .

Scope of Work

Equipment and Installation

Provider shall supply and/or install the equipment specified in the schedule attached hereto or described here: . Client grants Provider reasonable access to the Service Location to install and service such equipment.

Estimated Installation Date: , .

Payment Terms

Monthly Service Fee: $ per month, payable in advance on the first day of each billing cycle.

One-time Setup/Installation Fee: $ , due upon completion of installation and prior to final acceptance testing.

Billing Cycle: . Invoices are due within days of invoice date.

Late Payment Charge: Unpaid amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Provider may suspend service for unpaid charges after days' written notice.

Term and Termination

Term Commencement Date: , .

Initial Term: months. Thereafter this Agreement shall renew automatically for successive periods of months unless either party provides written notice of non-renewal at least days prior to expiration.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to accrued rights and obligations.

Confidentiality

Each party shall maintain in confidence all non-public business, technical and financial information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes public other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; or (iii) is independently developed by the receiving party without reference to Confidential Information. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to third parties except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. This obligation shall survive termination of this Agreement for a period of three (3) years.

Liability; Indemnification

Provider's liability for direct damages arising out of this Agreement shall be limited to direct damages not to exceed the aggregate amount of fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the act giving rise to liability. In no event shall either party be liable for special, incidental, punitive or consequential damages, including lost profits. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client's use of the service, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

Compliance and Taxes

Each party shall comply with applicable laws and regulations governing provision and use of telecommunications services. Client is responsible for all sales, use, excise or similar taxes, surcharges and fees imposed by governmental authorities on charges payable under this Agreement, unless Provider is required by law to collect such amounts in which case Provider may bill Client separately for such charges.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in the county where Provider's principal place of business is located, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Acknowledgements

By signing below, the parties acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent legal counsel, and agree to be bound by its terms.

Sign Now