Business Voice Services Agreement

Business Voice Services Agreement

This Business Voice Services Agreement (the Agreement) is entered into by and between Service Provider Name: and Client Name: . Effective Date: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business voice and telecommunications services, including but not limited to hosted voice, SIP trunking, call routing, maintenance and support; and

WHEREAS, Client desires to obtain such voice services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to the provisioning, billing, maintenance and confidentiality of such voice services.

Scope of Work

Service Provider will perform the services described above in a professional manner consistent with industry standards. Services include configuration, provisioning, porting of numbers where applicable, and technical support during Service Provider’s published support hours. Any services outside the described Scope of Work shall require a written change order signed by both parties and may be subject to additional fees.

Payment Terms

Monthly Service Fee: $ per month, unless otherwise set forth in an attached schedule.

Invoices will be issued monthly in arrears and are payable within days of invoice date. Late payments shall accrue interest at % per month (or the maximum permitted by law, if less) and Service Provider may suspend services following notice of days for nonpayment.

All amounts are exclusive of taxes; Client is responsible for all taxes, duties and assessments (other than Service Provider’s income taxes).

Term and Termination

Term Start Date: . Term End Date: .

This Agreement shall continue for the initial term specified above and thereafter shall renew for successive periods of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

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. Service Provider may also terminate immediately for Client’s failure to pay undisputed amounts due.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. Each party agrees to (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party.

Representations and Warranties; Limitations

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that it will perform services in a workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Operational Provisions

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other corporate transaction. Service Provider may subcontract portions of the services provided that it remains responsible for the performance of its subcontractors.

Entire Agreement

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Sign Now