Business Voice Solution

BUSINESS VOICE SOLUTION AGREEMENT

This Business Voice Solution Agreement (Agreement) is made effective as of Effective Date: by and between Provider Name: and Client Name: .

Whereas

WHEREAS, Provider is engaged in the business of supplying hosted telephony, voice routing, call management, and related telecommunications services; and

WHEREAS, Client wishes to obtain from Provider a Business Voice Solution consisting of equipment provisioning, configuration, service activation, ongoing maintenance, and support as further specified herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

1. Scope of Work

Provider shall deliver and maintain a Business Voice Solution pursuant to the specification, schedule, and acceptance criteria set forth below. Provider's obligations include but are not limited to: provisioning of voice services, configuration of telephone numbers and extensions, provisioning of SBCs or gateways as required, secure SIP trunking, call routing and failover configuration, and reasonable remote and on-site support.

2. Payment Terms

Client shall pay Provider the fees set forth in this section in consideration for the services and equipment provided. Fees are exclusive of applicable taxes and governmental charges, which shall be Client's responsibility unless exempted by law.

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider may suspend services if undisputed invoiced amounts remain unpaid for more than days after notice of nonpayment.

Disputed charges must be submitted in writing within fifteen (15) days of invoice receipt. Except for amounts under legitimate dispute, Client shall timely pay undisputed portions of an invoice.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice. Either party may terminate for convenience upon providing days' prior written notice.

Upon termination, Client shall remain liable for all fees and charges incurred through the effective date of termination, and Provider shall deliver any work in progress and provide reasonable assistance to transition services to a successor provider at Provider's then-current rates.

4. Confidentiality

Each party (Receiving Party) acknowledges that it may receive Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that, by its nature, would reasonably be understood to be confidential.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement; (ii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (iii) was rightfully known prior to disclosure; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow the Disclosing Party to seek protective relief.

5. Service Levels and Support

Provider shall use commercially reasonable efforts to provide continuous service availability. Provider's remedies for failure to meet any agreed service levels shall be limited to service credits as specifically set forth in the Scope of Work or otherwise agreed in writing. Emergency support contact procedures and escalation paths shall be documented in the Scope of Work.

6. Liability and Indemnification

Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for liability for breach of confidentiality, indemnification obligations, or a party's gross negligence or willful misconduct, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months prior to the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail, return receipt requested.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

9. Entire Agreement

This Agreement, including any exhibits, schedules, or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, representations, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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