Business VPBX Service Agreement

BUSINESS VPBX SERVICE AGREEMENT

This Business VPBX Service Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Provider Name: , and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of providing hosted virtual private branch exchange services, telecommunications routing, call management, and related support services (collectively, "VPBX Services"); and

WHEREAS, Client desires to engage Provider to provide VPBX Services under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services on the terms and conditions herein.

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

1. SCOPE OF SERVICES

Provider shall deliver hosted VPBX telephony services, including but not limited to call routing, hunt groups, voicemail, auto-attendant, SIP trunking interconnection, and administrative portal access as described below. Provider will perform professional installation, configuration, and ongoing support pursuant to the terms of this Agreement.

2. SERVICE LEVELS AND SUPPORT

Provider will use commercially reasonable efforts to provide an annualized system availability of 99.9% ("Uptime Commitment"), excluding scheduled maintenance and force majeure events. Provider shall maintain a ticketing and support system and shall respond to incidents in accordance with the severity levels described below.

Critical incidents: response within ; High priority: response within ; Routine: response within .

3. PAYMENT TERMS

In consideration for the VPBX Services, Client shall pay Provider the fees set forth below. All fees are exclusive of taxes. Unless otherwise agreed in writing, fees are non-refundable.

If Client fails to pay undisputed amounts when due, Provider may suspend services after providing days' written notice. Client is responsible for all collection costs and agreed interest on late amounts.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue for an initial term beginning on and ending on , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice of breach.

Upon termination, Client shall pay for all services rendered and expenses incurred up to the effective date of termination. Provider may immediately terminate services for Client's nonpayment or material violation of acceptable use.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information includes business information, customer data, pricing, technical designs, and call records. The Receiving Party shall not use or disclose Confidential Information except as necessary to perform this Agreement or as required by law.

Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach by the Receiving Party; (b) is independently developed by the Receiving Party without use of Confidential Information; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to seek protective measures.

6. CUSTOMER DATA AND PRIVACY

Client retains all right, title and interest in Customer Data. Provider will process Customer Data only as necessary to provide the Services and as otherwise instructed by Client. Provider shall implement commercially reasonable administrative, technical and physical safeguards to protect Customer Data against unauthorized access, disclosure, alteration and destruction.

7. INTELLECTUAL PROPERTY

Provider shall retain all intellectual property rights in the software, systems and technology used to deliver the Services. Client is granted a limited, non-exclusive, non-transferable license to use Provider's software and interfaces solely for Client's internal business purposes during the Term.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR WILLFUL MISCONDUCT OR LIABILITY ARISING FROM BODILY INJURY OR VIOLATION OF CONFIDENTIALITY OBLIGATIONS, 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 PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE THIS LIMITATION IS AN ALLOCATION OF RISK.

Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's use of the Services in violation of this Agreement or applicable law. Provider shall indemnify, defend and hold harmless Client from third-party claims that the Provider technology infringes valid intellectual property rights of a third party, subject to Provider's right to modify or replace the allegedly infringing technology.

9. NOTICES

All notices must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or such other address as either party may designate by notice in accordance with this section.

10. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement, including all exhibits and accepted order forms, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in writing and signed by both parties.

12. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

Sign Now