Fiber Service Contract

FIBER SERVICE CONTRACT

This Fiber Service Contract (the Agreement) is entered into as of Effective Date: by and between Provider Name: , a Corporation LLC Partnership , principal place of business at (Provider), and Client Name: , with principal place of business at (Client). Provider and Client are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of providing fiber-optic network transmission services and associated installation, maintenance and support; and

WHEREAS, Client desires to obtain fiber connectivity and related services at Client Location(s) described herein and Provider is willing to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the scope of service, performance standards, fees, allocation of risk and remedies available to each Party.

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

1. DEFINITIONS

1.1 "Service" means the fiber transport and related network services described in Section 2, including any agreed bandwidth, interfaces and managed elements. Service Location(s):

1.2 "Installation Date" means the date on which Provider notifies Client in writing that Service has been installed and is ready for Service Commencement. Estimated Installation Date:

2. SERVICES

2.1 Scope. Provider shall design, install, operate and maintain the Service described as:

2.2 Bandwidth and Interfaces. Committed bandwidth: ; Physical interface:

3. SERVICE LEVELS

3.1 Uptime Guarantee. Provider warrants network availability of measured monthly, excluding scheduled maintenance and Force Majeure.

3.2 Credits. If Monthly Availability falls below the threshold in Section 3.1, Client is entitled to service credits calculated as a percentage of the monthly recurring charge (MRC) as set forth in the table below. The Parties agree that credits are Client's exclusive remedy for Service unavailability except for willful misconduct.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in this Section. Installation fee (one-time): . Monthly recurring fee: see MRC above.

4.2 Invoicing and Payment Terms. Provider will invoice monthly in advance. Payment is due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall be months commencing on Service Commencement Date. Thereafter the Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

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

6. INSTALLATION, EQUIPMENT AND ACCESS

6.1 Installation. Provider shall perform installation at Client Location(s). Client shall grant reasonable access and cooperate. Provider will use commercially reasonable efforts to meet the Estimated Installation Date but is not liable for delays caused by Client or third parties.

6.2 Equipment. Unless otherwise agreed in writing, Provider retains ownership of all Provider-supplied equipment. Client is responsible for loss or damage to Provider equipment while on Client premises except for normal wear and tear.

7. CUSTOMER RESPONSIBILITIES

7.1 Client shall provide facilities, power, and security as reasonably required, ensure compliance with applicable laws and regulations at the Service Location, and refrain from actions that adversely affect Provider's network. Client shall provide a single technical point of contact and maintain proper configuration of Client-owned equipment.

8. CONFIDENTIALITY

Each Party shall hold confidential and not disclose the other Party's Confidential Information, except as necessary to perform under this Agreement, and shall use at least the same degree of care as it uses with its own confidential information but not less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement or independently developed.

9. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's network design, software, tools, methodologies and other intellectual property used to deliver the Service. No license is granted except the limited right to use the Service as provided herein.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third party claims arising out of the indemnifying Party's negligence, willful misconduct or material breach of this Agreement, subject to the indemnified Party's obligation to mitigate damages.

11. LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, infringement of third party intellectual property rights, or breaches of confidentiality and indemnity obligations, each Party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

12. INSURANCE

Provider shall maintain commercially reasonable insurance, including general liability and professional liability, sufficient to cover its obligations under this Agreement. Upon request, each Party shall provide certificates of insurance evidencing coverage.

13. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, strikes, war, terrorism, governmental action, or third party network failures (Force Majeure). The affected Party shall provide prompt notice and use commercially reasonable efforts to resume performance.

14. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice. Notices are effective upon receipt or, if sent by certified mail, three business days after mailing.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision does not constitute a waiver of future enforcement.

16. 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 principles.

17. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules (if attached), constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

19. COUNTERPARTS

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

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