Client Service Agreement for Phones

Client Service Agreement for Phones

This Client Service Agreement for Phones (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , with principal place of business at (the "Provider"), and Client Name: , with principal place of business at (the "Client").

RECITALS

WHEREAS, Provider is engaged in the business of providing telephone-related services including device provisioning, maintenance, repair and technical support; and

WHEREAS, Client desires to engage Provider to perform certain phone services for Client's employees, devices and systems under the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth the duties, fees, service levels and other terms under which Provider will provide those services.

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

1. DEFINITIONS

1.1 "Services" means the phone-related services described in Section 2, including provisioning, configuration, maintenance, repair, and technical support for mobile and desk phone devices and associated telephony systems.

1.2 "Equipment" means any handset, SIM, accessory, router, cabling or other hardware supplied by Provider or Client for use in connection with the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the service selection below and in any Statement of Work executed by the parties. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

Phone repair and physical device replacement
Device provisioning and configuration
Ongoing technical support (remote/on-site as specified)
Inventory management and asset tracking

3. TERM

3.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated in accordance with Section 11. Thereafter, the Agreement shall renew automatically for successive one (1) month periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES, EXPENSES, AND PAYMENT

4.1 Client shall pay Provider the fees set forth in any applicable Statement of Work or the schedule below. Unless otherwise stated, fees are payable within days of invoice date. All fees are exclusive of taxes, which shall be paid by Client.

4.2 Provider may suspend Services if Client fails to pay undisputed invoices within days after written notice. Provider will not be liable for delays or damages resulting from such suspension.

5. EQUIPMENT; ACCESS

Client shall provide Provider with reasonable access to Client facilities, necessary credentials and information, and any personnel required for Provider to perform the Services. Provider shall use commercially reasonable efforts to avoid disruption to Client operations.

6. CLIENT OBLIGATIONS

Client shall: (a) timely provide information, approvals and decisions necessary for Provider to perform Services; (b) maintain backups of all data prior to any repair or configuration change; and (c) comply with reasonable security and safety requirements while Provider performs on-site services.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential. Confidential information shall not include information that is publicly known without breach, independently developed without use of confidential information, or required to be disclosed by law subject to prior notice where permitted. The obligations in this Section survive termination for three (3) years.

8. WARRANTIES; DISCLAIMER

Provider warrants that Services will be performed in a competent and workmanlike manner. Except as expressly provided in this Agreement, Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for special, incidental, indirect, punitive or consequential damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice.

11.2 Upon termination, Client shall pay Provider for all Services performed and non-cancelable commitments made through the date of termination. Sections regarding Confidentiality, Limitation of Liability, Indemnification, and Payment shall survive termination.

12. NOTICES

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

13. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. Failure to enforce a right or provision shall not constitute a waiver of that right or provision.

14. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.

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