eFax Numbers Template

eFax Numbers Service Agreement

This eFax Numbers Service Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is in the business of provisioning electronic fax numbers, routing and associated forwarding services (collectively, Services); and

WHEREAS, Client desires to obtain from Provider certain electronic fax numbers and related services on the terms and conditions set forth in this Agreement.

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

Scope of Work

Provider will provision and maintain eFax numbers for Client. Provider will be responsible for number assignment, routing, provisioning, and basic technical support as described below. Client will provide any required documentation or authorization necessary for number assignment.

eFax Numbers to be Provisioned

Provider will provision the following eFax numbers for Client. Additional numbers may be added upon written request and subject to fees set forth in Payment Terms.

Payment Terms

In consideration for the Services, Client agrees to pay Provider the fees set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts will bear interest at the lesser of the rate specified above or the maximum permitted by applicable law. Client is responsible for all taxes, duties, and fees assessed in connection with the Services, excluding taxes on Provider's net income.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: or for an initial term of .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within Notice Period (days): days after receipt of written notice. Either party may terminate for convenience upon written notice of days and payment of any applicable early termination fees as set forth herein.

Upon termination, Provider will cease provisioning the eFax numbers and Client will pay all amounts due through the effective date of termination. Provider may, at its discretion, attempt to port numbers back to Client or a designated carrier subject to porting rules and applicable fees.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or would reasonably be considered confidential under the circumstances (Confidential Information). Recipient shall use Confidential Information only for performance of its obligations under this Agreement and shall protect it using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by Recipient in violation of this Agreement, (b) was in Recipient’s possession prior to disclosure by Discloser without an obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information as required by law or valid order of a court or governmental authority, provided Recipient gives Discloser prompt written notice and cooperates with Discloser’s efforts to seek protective measures.

Representations and Warranties; Limitations

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement must be in writing and will be deemed effective upon delivery when delivered personally, by certified mail, or by nationally recognized courier to the address set forth below or such other address as either party may specify in writing.

Miscellaneous

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

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