Fiber Customer Service Agreement

FIBER CUSTOMER SERVICE AGREEMENT

This Fiber Customer Service Agreement ("Agreement") is entered into as of the Effective Date set forth below between Provider Name: a business organized as Entity Type: Corporation LLC Partnership with principal address , and Customer Name: . Effective Date:

RECITALS

WHEREAS, Provider owns, operates and maintains fiber optic network facilities and provides data transport and related services over such facilities; and

WHEREAS, Customer desires to obtain and Provider desires to provide fiber-based connectivity and associated services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, rates, service levels and responsibilities of the parties be set forth in this Agreement and any applicable Service Order executed under this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Service" means the fiber connectivity, bandwidth and related network services described in the applicable Service Order and provided by Provider to Customer under this Agreement. 1.2 "Service Order" means the document executed by the parties that describes specific Services, locations, bandwidth, charges and term applicable to such Services. 1.3 "Downtime" means any period during which the Service is unavailable for use by Customer other than due to scheduled maintenance, Customer's acts or omissions, Force Majeure, or third-party facilities outside Provider's control.

2. SERVICES

Provider shall provide the Services at the Service Location set forth below in accordance with the terms of this Agreement and the applicable Service Order. Customer orders the following Service description:

3. TERM AND TERMINATION

3.1 Term. The term for the Service shall commence on the Service Start Date and continue for the Initial Term specified in the applicable Service Order. Service Start Date: . Initial Term:

3.2 Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, the term will automatically renew for successive one (1) year periods on the same terms.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

4. SERVICE LEVELS AND REMEDIES

4.1 Uptime Commitment. Provider will use commercially reasonable efforts to provide Service with annualized network availability of .

4.2 Service Credits. If Provider fails to meet the uptime commitment, Customer shall be eligible to receive service credits calculated as: (monthly recurring charge) x (percentage downtime beyond committed uptime). Credits are Customer's sole and exclusive remedy for service interruptions except as otherwise provided in this Agreement. To receive credits Customer must submit a written claim within thirty (30) days of the outage.

5. FEES AND PAYMENT

5.1 Charges. Customer shall pay Provider the fees set forth in the applicable Service Order, including monthly recurring charges, installation charges and any one-time fees. Monthly Recurring Charge:

5.2 Late Payment. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Customer shall be responsible for all collection costs, including reasonable attorneys' fees.

6. EQUIPMENT; INSTALLATION

6.1 Provider Equipment. Provider will supply any network equipment specified in the Service Order. Provider retains title to Provider-supplied equipment unless otherwise agreed in writing. Provider Equipment Ownership:

6.2 Customer Equipment. Customer is responsible for Customer premises equipment and wiring behind the demarcation point, including maintenance and regulatory compliance. Customer Equipment Responsibility:

7. CUSTOMER OBLIGATIONS; ACCEPTABLE USE

7.1 Customer shall provide all reasonable access to premises, power and facilities required for installation and maintenance. 7.2 Customer shall not use the Service for unlawful purposes or in a manner that harms Provider's network or other customers. Provider may suspend Service immediately for material or repeated violations of acceptable use policies or network abuse.

8. CONFIDENTIALITY

8.1 Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own Confidential Information, but not less than a reasonable standard of care. Confidential Information shall not be disclosed except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than this Agreement.

8.2 The obligations set forth in this Section shall not apply to information that is or becomes publicly available without breach, developed independently, or required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party.

9. INDEMNIFICATION

9.1 Customer Indemnity. Customer shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Customer's use of the Service, Customer breaches of this Agreement, or any negligent or willful acts or omissions of Customer.

9.2 Provider Indemnity. Provider shall indemnify and hold Customer harmless from third-party claims to the extent directly caused by Provider's gross negligence or willful misconduct in providing the Service.

10. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE SERVICE ORDER FOR THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, third-party network failures, and severe weather events. The affected party shall provide prompt notice and use reasonable efforts to resume performance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices are effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall be deemed a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Governing Law State:

This Agreement, together with all executed Service Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Customer may not assign this Agreement without Provider's prior written consent, which shall not be unreasonably withheld. Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all assets. 15.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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