Communication SIP Trunk

COMMUNICATION SIP TRUNK AGREEMENT

This Communication SIP Trunk Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: , effective as of Effective Date: .

WHEREAS

WHEREAS, Provider operates and maintains telecommunications infrastructure and offers SIP trunking services that enable the exchange of voice and signaling traffic over IP networks; and

WHEREAS, Client desires to obtain SIP trunking services from Provider on the terms and conditions set forth in this Agreement, and Provider agrees to provide such services subject to the terms herein.

WHEREAS, the parties intend to define the scope, service obligations, pricing, confidentiality obligations and other material terms applicable to the SIP trunking services provided under this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will furnish SIP trunking services as described in this section. Provider shall provision and maintain SIP trunks, manage SIP signaling and media sessions between Client and Provider, and provide necessary routing to public switched telephone networks in accordance with the service specifications agreed below. Client shall provision any on-premises equipment and network connections required to interoperate with Provider’s SIP environment unless otherwise agreed in writing.

SERVICE LEVELS AND MAINTENANCE

Provider will use commercially reasonable efforts to provide continuous service availability, excluding scheduled maintenance and events beyond Provider’s reasonable control. Provider will provide emergency maintenance and reasonable support as set forth in this Agreement. Service credits, if any, shall be the sole and exclusive remedy for Provider’s failure to meet any guaranteed service levels.

PAYMENT TERMS

Client shall pay Provider the charges set forth below for the services provided. All invoiced amounts are due in accordance with the billing cycle and payment schedule described in this section. Unless expressly stated otherwise, amounts are exclusive of taxes which shall be Client’s responsibility.

Late payments shall bear interest at the lesser of the maximum rate permitted by law or the greater of one and one‑half percent (1.5%) per month and the maximum allowable under applicable law, plus Provider’s reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given not less than Notice Period (days): days prior to the intended termination date.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non‑public information disclosed in any form that a reasonable person would consider confidential. Each party shall: (i) keep confidential the other party’s Confidential Information; (ii) use such information only to perform its obligations under this Agreement; and (iii) restrict disclosure to employees, agents or subcontractors with a need to know and bound by obligations of confidentiality no less restrictive than those herein.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability resulting from willful misconduct or gross negligence, and except for payment obligations, each party's aggregate liability under or in connection with this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Each party shall indemnify, defend and hold harmless the other party from third party claims arising from its negligence, willful misconduct or breach of its obligations under this Agreement.

COMPLIANCE AND ACCEPTABLE USE

Client shall use the services in compliance with applicable law and Provider’s acceptable use policies. Client shall not use the services for fraudulent, abusive or unlawful purposes. Provider may suspend or terminate service without liability where required to comply with legal obligations or where there is a substantial risk of fraud or abuse.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating any litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written appendices or order forms agreed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business. Notices under this Agreement shall be in writing and delivered to the primary contact details set forth above.

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