Business TELUS Document

Business TELUS Document

This Business TELUS Document (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is in the business of providing telecommunications, network services, and related professional services and has the expertise and capacity to provide certain services to Business Client; and

WHEREAS, Business Client desires to engage Service Provider to perform the services described in this Agreement under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include the tasks, deliverables, and timelines set forth in this section. Service Provider shall perform Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for Services rendered, Business Client shall pay Service Provider the fees set forth below. All amounts are in the agreed currency and exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above after receiving written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except 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 at least as protective as those herein.

The obligations under this section do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure without confidentiality obligations; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or by order of a court or governmental authority, provided the disclosing party gives prompt written notice and cooperates to seek protective measures.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, or longer as required by applicable law for certain categories of information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for any disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to 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, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

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