Cellphone Service Agreement

CELLPHONE SERVICE AGREEMENT

This Cellphone Service Agreement (the Agreement) is entered into by and between Service Provider: , with primary business address: and Client Name: .

WHEREAS

WHEREAS, Service Provider operates and provides wireless voice, data, messaging and related telecommunications services and equipment (Services); and

WHEREAS, Client desires to obtain Services and any related equipment from Service Provider and Service Provider desires to provide such Services under the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

Service Provider shall provide the wireless telecommunications services, device provisioning, activation, maintenance and customer support described below. Specific services, service levels and deliverables are as follows:

2. PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. All fees are due in accordance with the schedule specified and are exclusive of taxes and governmental charges which will be the responsibility of Client unless otherwise stated.

Payments not received when due may result in suspension of Services until all amounts outstanding are paid. Service Provider may charge interest on overdue amounts at the rate specified above and recover reasonable collection costs, including legal fees.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Service Provider may suspend or terminate service immediately for nonpayment or unlawful use.

4. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is (a) publicly available without breach of this Agreement; (b) independently developed by the receiving party without use of the disclosing party's confidential information; or (c) rightfully received from a third party without restriction. Each party shall use no less than a reasonable standard of care to protect the other's confidential information and shall not disclose such information except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations.

5. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client shall indemnify, defend and hold Service Provider harmless from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's misuse of Service, breach of this Agreement, or violation of applicable law.

6. SERVICE INTERRUPTIONS AND MAINTENANCE

Service Provider will use commercially reasonable efforts to provide uninterrupted Service but does not guarantee uninterrupted or error-free service. Service Provider may perform scheduled maintenance and may suspend service for emergency or security reasons. Service credits, if any, for outages will be applied only as expressly set forth in this Agreement or the applicable service plan.

7. TAXES, CHARGES AND PASS-THROUGHS

All fees are exclusive of applicable taxes, surcharges, carrier fees and governmental charges. Such taxes and charges shall be billed to and paid by Client unless Client provides a valid tax exemption certificate acceptable to Service Provider.

8. NOTICES

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments or order forms executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except Service Provider may assign to an affiliate or successor in interest.

The parties represent and warrant that they have the full right, power and authority to enter into this Agreement and to perform their obligations hereunder.

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