Cloud Communication Services Agreement

CLOUD COMMUNICATION SERVICES AGREEMENT

This Cloud Communication Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name: , with principal place of business at Address: ;

and

Provider Name: , with principal place of business at Address: .

RECITALS

WHEREAS, Provider operates and maintains a cloud-based communications platform that enables voice, messaging, and collaboration services (the "Services"); and

WHEREAS, Client desires to obtain, and Provider desires to deliver, the Services pursuant to the terms and conditions of this Agreement.

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

1. SCOPE OF WORK

Provider shall provide cloud communication services as set forth below. The scope includes provisioning, hosting, management, maintenance, and support of the Services, as well as any integrations specifically agreed in writing.

2. SERVICE LEVELS AND PERFORMANCE

Provider shall use commercially reasonable efforts to provide the Services with an uptime target of . Scheduled maintenance windows will be communicated in advance and excluded from uptime calculations.

In the event Provider fails to meet the uptime target, Client may be eligible for service credits as set forth in the Service Schedule. Service credits shall be Client's sole and exclusive remedy for service interruptions.

3. PAYMENT TERMS

Client agrees to pay Provider the fees for the Services as follows:

Any undisputed amounts not paid when due shall accrue interest at the rate of , or the maximum rate permitted by law, whichever is lower.

All fees are exclusive of taxes. Client shall be responsible for any taxes levied in connection with the Services, except taxes based on Provider's net income.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date: and shall continue until , unless earlier terminated in accordance with this Section.

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

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is labeled as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors who need access and are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law.

The foregoing obligations do not apply to information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was rightfully known to recipient prior to disclosure; (iii) is independently developed by recipient without use of confidential information; or (iv) is rightfully obtained from a third party without restriction.

6. DATA SECURITY & PRIVACY

Provider shall implement and maintain commercially reasonable administrative, physical and technical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Client of any confirmed data security incident affecting Client Data and cooperate in remediation efforts.

7. INTELLECTUAL PROPERTY

As between the parties, Provider retains all right, title and interest in and to the Services, Provider's platform, and any Provider-developed software, improvements, and tools. Client retains all right, title and interest in and to Client Data and Client's pre-existing materials. Provider shall have a limited, nonexclusive license to use Client Data solely to provide the Services.

8. LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its breach of this Agreement, negligence, or willful misconduct. Neither party shall be liable for indirect, incidental, consequential, special or punitive damages, except for liability arising from a party's indemnification obligations, gross negligence or willful misconduct. Provider's aggregate liability for direct damages shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

9. SUBCONTRACTING

Provider may engage subcontractors to perform obligations under this Agreement provided Provider remains responsible for the subcontractor's compliance. Provider shall ensure subcontractors are bound by confidentiality and security obligations consistent with this Agreement.

10. NOTICES

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction.

12. ENTIRE AGREEMENT

This Agreement, together with any Service Schedules and Order Forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by an authorized representative of each party.

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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