Fiber Optic Service Agreement

FIBER OPTIC SERVICE AGREEMENT

This Fiber Optic Service Agreement (the Agreement) is entered into as of by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider designs, installs, operates and maintains fiber optic cable systems and associated electronics for high-capacity data transport and network services; and

WHEREAS, Client requires the provision of fiber optic services described in this Agreement at the locations identified in Schedule A and desires to engage Service Provider to provide such services under the terms and conditions set forth herein; and

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

1. Scope of Work

Service Provider shall perform the design, installation, testing, activation, and ongoing maintenance of fiber optic facilities and related equipment as set forth in this Section and in any attached schedules. Work shall include splicing, conduit placement where specified, termination, signal testing, and preparation of as-built documentation.

2. Payment Terms

Client shall pay Service Provider for the services and equipment described in the Scope of Work in accordance with the following payment terms. All amounts are payable in United States dollars unless otherwise agreed in writing.

3. Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated pursuant to this Section. Start Date: ; End Date: .

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the intended termination date. Client shall pay Service Provider for all work performed and materials purchased through the effective date of termination plus any reasonable demobilization costs.

4. Confidentiality

Each party (the Recipient) shall keep confidential all non-public technical, business, and operational information disclosed by the other party (the Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except as strictly necessary to perform its obligations under this Agreement and subject to confidentiality obligations no less protective than those set forth herein.

5. Performance Standards; Maintenance

Service Provider warrants that services will be performed in a professional manner consistent with industry standards for fiber optic installation and maintenance. Service Provider shall provide routine maintenance and response to outages as described in the attached Service Level Schedule and shall use commercially reasonable efforts to meet specified uptime and repair times.

6. Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability resulting from gross negligence or willful misconduct, neither party's liability to the other for any claim shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. Assignment and Subcontracting

Service Provider may subcontract portions of the work to qualified subcontractors, provided Service Provider remains responsible for performance under this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

9. Entire Agreement

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and representations, whether written or oral. No modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

10. 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 in writing. Notices shall be effective upon receipt.

11. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of this Agreement.

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