eSIM Introduction Document

eSIM Introduction Document

This eSIM Introduction Document (the "Document") is entered into between:

Client Name:    Provider Name:

Effective Date:

Recitals

WHEREAS, Provider is engaged in the business of provisioning embedded SIM (eSIM) profiles, remote provisioning services, and related technical and support services to enable cellular connectivity on devices;

WHEREAS, Client seeks to engage Provider to introduce and provision eSIM profiles for Client devices for use on mobile network operators acceptable to the parties and to coordinate testing, activation and deployment as described in this Document;

WHEREAS, the parties desire to set forth the scope, deliverables, commercial terms, confidentiality obligations and other material terms governing Provider’s introduction and provisioning services.

Scope of Work

Provider will perform introduction, technical integration, testing, and provisioning of eSIM profiles in accordance with the specifications agreed by the parties. Services include coordination with mobile network operators, creation and secure transmission of profile packages, OTA (over-the-air) provisioning support, and post-deployment technical assistance as required for acceptance testing.

Payment Terms

Client will pay Provider fees for the services and deliverables described herein in accordance with the following fees and schedule.

Invoices shall be due within days of invoice. Late payments shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client is responsible for all taxes and duties imposed on the provision of services, excluding Provider’s net income taxes.

Term and Termination

This Document shall commence on Effective Date and continue until completion of the services or until terminated as provided below.

Term Start Date:    Term End Date:

Either party may terminate this Document for convenience upon days prior written notice. Either party may terminate immediately upon material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other relating to pricing, technical specifications, network operator agreements, profile data, encryption keys, business plans or other information designated as confidential or which reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely for performance under this Document; (b) protect it with the same degree of care it uses for its own confidential information, but not less than reasonable care; and (c) not disclose it to third parties except to employees, contractors and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination for a period of years, provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Data Protection and Compliance

Each party shall comply with applicable data protection, privacy and cybersecurity laws in connection with the processing of any personal data arising from eSIM provisioning. Provider shall implement technical and organizational measures reasonably necessary to protect profile and subscriber data against unauthorized access, alteration or destruction. Client acknowledges that Provider may need to share certain operational data with mobile network operators and other service providers for provisioning and activation and consents to such disclosures to the extent necessary for performance.

Representations, Warranties and Indemnity

Each party represents that it has the corporate power and authority to enter into this Document. Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS DOCUMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Client shall indemnify, defend and hold harmless Provider from and against any third party claims arising from Client content, misuse of eSIM profiles, violation of law by Client or failure to obtain necessary consents. Provider shall indemnify Client for claims arising from Provider’s gross negligence or willful misconduct in provisioning services, subject to the limitations below.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality, or indemnification obligations, neither party shall be liable to the other for indirect, special, incidental or consequential damages, including lost profits. The aggregate liability of either party for direct damages arising out of or related to this Document shall not exceed the amounts paid by Client to Provider under this Document in the six (6) months preceding the claim.

Implementation, Testing and Acceptance

Provider shall support implementation and coordinate acceptance testing with Client and any designated mobile network operators. The parties shall agree acceptance criteria in writing prior to production deployment. The parties agree to a testing period of days following initial provisioning to validate connectivity and activation. Acceptance shall be deemed satisfied upon successful activation of the specified test profiles or upon expiration of the testing period without timely objection.

Governing Law

This Document 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 consent to exclusive jurisdiction and venue in the state or federal courts located in that State for disputes arising under this Document.

Entire Agreement

This Document, together with any Schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, proposals and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices and Contacts

The parties acknowledge that certain operational data and identifiers may be exchanged as necessary for provisioning and that such exchanges shall be limited to the minimum data required to achieve provisioning and activation.

By signing below, the parties confirm their authorization for Provider to initiate coordination with designated mobile network operators and to begin implementation activities per the terms of this Document.

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