Connectivity Agreement

CONNECTIVITY AGREEMENT

This Connectivity Agreement (the agreement) is entered into as of by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider operates and maintains telecommunications, network, and internet connectivity infrastructure and has the capability to provide connectivity services to business customers under the terms set forth herein;

WHEREAS, Client desires to engage Provider to deliver connectivity services to interconnect Client locations, systems, or equipment as described in this Agreement, and Provider agrees to provide such services subject to the terms and conditions contained herein;

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

1. Scope of Work

Provider shall furnish connectivity services, equipment, and support as described below. The obligations include installation, configuration, testing, and reasonable post-installation support to maintain connectivity between the parties' designated endpoints.

2. Payment Terms

Client shall pay Provider for the services and equipment as set forth below. All fees are due in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

If any amount due is not received within days after the due date, Client shall pay a late fee of per month on the outstanding balance, calculated from the date due until paid, plus any costs of collection, including reasonable attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services rendered and costs incurred through the termination date.

4. Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential obligations survive termination for three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets.

5. Service Levels and Maintenance

Provider will use commercially reasonable efforts to meet the service levels described in the Scope of Work. Scheduled maintenance windows will be communicated in advance, and Provider will use reasonable efforts to minimize service disruption. Provider's sole obligation for failure to meet any service level shall be the service credit remedies, if any, expressly set forth in the Scope of Work. Client's exclusive remedy for service interruption or degradation is limited to such credits.

6. Liability and Indemnification

Except for willful misconduct or gross negligence, neither party will be liable to the other for incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt notice and reasonable cooperation in the defense.

7. Compliance and Data Security

Each party shall comply with applicable laws and regulations in performing its obligations. Provider will implement reasonable technical and organizational measures to protect network and service infrastructure. Client remains responsible for securing its own systems and endpoints and for lawful use of the connectivity services.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Exclusive venue for disputes shall be the state or federal courts located within the same state, unless the parties mutually agree otherwise in writing.

9. Entire Agreement

This Agreement, together with any exhibits, schedules, and accepted purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email (with confirmation) to the designated contact.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or pursuant to a sale of substantially all of its assets.

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