FCC Service Contract

FCC Service Contract

THIS FCC SERVICE CONTRACT (the "Agreement") is entered into as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing regulatory advisory, FCC compliance, and filing services, including preparation and submission of applications, reports, and correspondence required by the Federal Communications Commission; and

WHEREAS, Client desires to retain Service Provider to perform certain services related to Client's communications operations and FCC regulatory matters, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Service Provider to Client.

NOW, THEREFORE

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

1. SERVICES

1.1 Scope. Service Provider shall provide Client with FCC regulatory services as described in the Service Description below, which may include, without limitation, regulatory advice, preparation and filing of FCC forms and applications, coordination with technical consultants, management of procedural deadlines, and correspondence with regulatory authorities. Service Provider shall perform services with commercially reasonable care and in accordance with applicable law.

2. TERM

2.1 Term. This Agreement shall commence on the Effective Date identified above and shall continue for a period of unless earlier terminated in accordance with Section 11.

2.2 Renewal. The Agreement shall automatically renew for successive periods of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in the fee schedule. Fees for services shall be invoiced as provided in this Section and are due within days of invoice date.

3.2 Expenses. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses, including filing fees charged by regulatory authorities, courier charges, and third-party vendor fees. Such expenses shall be invoiced and are subject to the payment terms above.

3.3 Late Payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for costs of collection, including reasonable attorneys' fees.

4. CLIENT OBLIGATIONS

4.1 Authorization. Client authorizes Service Provider to act as Client's agent and authorized representative for preparation and submission of filings and correspondence to the FCC and related authorities, but only to the extent expressly set forth in writing or as otherwise agreed.

5. FCC FILINGS AND REGULATORY COMPLIANCE

5.1 Compliance. Service Provider shall prepare filings in a manner reasonably designed to comply with applicable FCC rules and policies. Client acknowledges that Service Provider does not guarantee grant of any application and that final determinations are within the discretion of the Commission.

5.2 Client Representations. Client represents and warrants that all information and materials provided to Service Provider are accurate, complete, and not misleading. Client shall not direct Service Provider to make false statements or omit material facts in any filing.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is independently developed, or is required to be disclosed by law or regulatory process, provided the disclosing party is given prompt notice.

6.2 Protective Measures. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7. INTELLECTUAL PROPERTY; DELIVERABLES

7.1 Deliverables. Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in materials, methodologies, templates, and know-how used or developed in connection with the services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes.

8. INDEMNIFICATION

8.1 Client Indemnity. Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligence, willful misconduct, or material misrepresentations made to Service Provider.

8.2 Provider Indemnity. Service Provider shall indemnify and defend Client against third-party claims to the extent caused by Service Provider's gross negligence or willful misconduct in performing the Services.

9. LIMITATION OF LIABILITY

9.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12. NOTICES

Notices shall be in writing and shall be deemed given on the date delivered by hand, on the date of confirmed receipt by courier, or three (3) business days after deposit with the United States Postal Service, postage prepaid, addressed as provided above.

13. AMENDMENTS

Any amendment to this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

14. WAIVER

No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver thereof unless made in a written instrument signed by the waiving party.

15. GOVERNING LAW

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

16. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives of the parties. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration conducted in the county of the governing law state selected above, before a single arbitrator experienced in commercial and regulatory matters. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to protect its confidential information or proprietary rights.

17. ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

18. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

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