Business VM Template

BUSINESS VM SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing voicemail management, virtual voicemail trunking, recorded message creation, message delivery, message storage, and related telephony services (collectively, VM Services); and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF SERVICES

Service Provider will perform the VM Services described below. Service Provider shall provide services in a professional manner consistent with industry standards and shall use commercially reasonable efforts to meet agreed timelines.

PAYMENT TERMS

Client shall pay Service Provider fees as follows. Fees are exclusive of taxes unless otherwise stated. Service Provider may suspend services for unpaid amounts in accordance with this Agreement.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Service Provider may assess a late fee of and recover collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay fees for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Recipient) acknowledges that during performance it may receive Confidential Information of the other party (the Discloser). "Confidential Information" means non-public information disclosed in any form that is marked confidential or that, under the circumstances, reasonably should be understood to be confidential, including but not limited to call recordings, business processes, pricing, customer lists, and technical information.

The Recipient shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to those employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is: (a) publicly known through no fault of Recipient; (b) rightfully received by Recipient from a third party without restriction; (c) independently developed by Recipient; or (d) required to be disclosed by law, provided Recipient gives prompt notice and assists Discloser in seeking protective relief.

Breach of this Section shall cause irreparable harm for which monetary damages may be inadequate, and Discloser shall be entitled to equitable relief in addition to any other remedies.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Client retains ownership of its pre-existing materials and incoming voicemail content. Service Provider retains ownership of its pre-existing tools, software, templates and methodologies used to provide the VM Services. To the extent Service Provider creates custom recordings, scripts, or configurations specifically for Client and paid for in full, ownership of those deliverables shall transfer to Client upon final payment, subject to Service Provider's underlying intellectual property rights in tooling and processes.

Service Provider will maintain reasonable administrative, physical, and technical safeguards to protect Client Data and will process Client Data only as necessary to provide the VM Services or as otherwise authorized in writing by Client.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against all third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Client shall indemnify Service Provider against claims arising from Client's use of VM Services in violation of applicable law or third-party rights.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

NOTICES

All notices under this Agreement shall be in writing and delivered by certified mail, courier, or email (to the contact addresses provided above) and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. Venue for any dispute shall lie in the state and federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing herein creates an employment, joint venture, or agency relationship.

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