Co-location Service Agreement

CO-LOCATION SERVICE AGREEMENT

This Co-location Service Agreement (the "Agreement") is entered into as of by and between:

Provider Name:

Provider Address:

Client Name:

Client Address:

WHEREAS

WHEREAS, Provider owns and operates a secure co-location facility and offers rack space, power, network cross-connects, and physical security services suitable for hosting Customer equipment; and

WHEREAS, Client desires to place certain telecommunications and/or information technology equipment within Provider's facility and to receive ancillary services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES

Services to be provided include but are not limited to provision of rack or cabinet space, designated power circuits, network cross-connects as ordered, physical security and access control, environmental monitoring, and remote-hands assistance in accordance with this Agreement and any applicable Service Order.

2. PAYMENT TERMS

Client shall pay all fees in accordance with the schedule set forth above. All payments are due net as specified; unpaid amounts shall accrue interest at the rate specified for late payment and Provider may suspend services for nonpayment after prior written notice in accordance with Section 5.

3. TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within the notice period specified above. Provider may immediately terminate or suspend services if Client presents a material safety, security or regulatory risk, subject to Provider's reasonable documentation of such risk.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether written, oral or electronic. Each party shall maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law.

Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. ACCESS, SECURITY AND FACILITY OPERATIONS

Provider will maintain reasonable physical security, access control, environmental controls and monitoring at the facility. Client shall provide a list of authorized personnel and shall ensure that all equipment installed complies with Provider's reasonable facility rules and applicable law. Provider may, upon prior notice except in emergency, restrict or deny access where necessary for safety, compliance or to perform maintenance.

6. LIABILITY, INDEMNITY AND INSURANCE

Except for gross negligence or willful misconduct, neither party shall be liable to the other for special, incidental, indirect or consequential damages, including loss of business, revenue or data. The aggregate liability of Provider for claims arising out of or related to this Agreement shall be limited to the greater of the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim or $ .

Client shall indemnify and hold Provider harmless from claims arising from Client's equipment, content, or use of the services, except to the extent caused by Provider's gross negligence or willful misconduct.

7. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and codes in the performance of its obligations. Client is responsible for ensuring that its equipment and operations comply with all applicable environmental, safety and telecommunications requirements.

8. NOTICES

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the state and federal courts located in the county of the Provider's principal facility, at Provider's election. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

10. ASSIGNMENT; AMENDMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign or subcontract its rights and obligations in connection with a sale of all or substantially all of Provider's assets. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

11. ENTIRE AGREEMENT

This Agreement, together with any Service Orders and attachments expressly incorporated herein, 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, relating to such subject matter.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture between them.

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