Business Wireless Solution Agreement

BUSINESS WIRELESS SOLUTION AGREEMENT

This Business Wireless Solution Agreement (the Agreement) is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Provider designs, supplies, installs, configures and supports wireless communications systems, related hardware, software and managed services; and

WHEREAS, Client desires to engage Provider to provide a wireless solution and related services as set forth in this Agreement and Provider desires to provide such services on the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows.

Scope of Work

Provider will perform the services and furnish the goods described below (the Services). Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

Installation Commencement: . Estimated Substantial Completion: .

Payment Terms

Client shall pay Provider for Services in accordance with the following terms. All amounts due are payable in U.S. dollars unless otherwise agreed in writing.

Deposit amount due upon execution: . Subsequent payments: .

Invoices are due and payable within days of invoice date. Late payments shall incur a late charge equal to the lesser of (a) % per month on the overdue balance or (b) flat fee, plus all collection costs and attorneys' fees incurred by Provider.

All payments are exclusive of applicable taxes. Client is responsible for sales, use, value-added and other taxes imposed by any governmental authority, except taxes based on Provider's net income.

Term and Termination

The term of this Agreement begins on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice no less than days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancelable commitments made in the performance of Services.

If checked, this Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the then-current term expiration.

Confidentiality

Each party (Receiving Party) shall protect and hold in confidence Confidential Information disclosed by the other party (Disclosing Party). "Confidential Information" includes technical, commercial, financial, customer and pricing information, network designs, access credentials, performance metrics and other non-public business information. The Receiving Party shall not use or disclose Confidential Information except as necessary to perform the Services or as required by law.

Confidentiality obligations survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties; Limitations of Liability; Indemnification

Provider warrants that Services will be performed in a professional manner consistent with industry practice. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct or indemnity obligations, each party's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction as selected by the parties below.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

Force Majeure: Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, network outages or acts of third-party carriers.

Notices: All notices required hereunder shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing.

Entire Agreement

This Agreement, together with any exhibits, attachments and accepted statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning 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 authorized representatives of both parties.

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