Internet Services Contract

Internet Services Contract

This Internet Services Contract ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: , a with principal place of business at (\"Provider\"), and Client Name: , a with principal place of business at (\"Client\").

Recitals

WHEREAS, Provider is engaged in the business of providing internet connectivity, network management, hosting and related services; and

WHEREAS, Client desires to obtain from Provider, and Provider agrees to provide to Client, the internet services and support described in this Agreement and the Scope of Services included herein; and

WHEREAS, the parties intend to set forth the terms and conditions governing Provider's performance, service levels, fees and the parties' rights and obligations.

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 "Services" means the internet connectivity, managed network services, hosting, maintenance, support and any ancillary services to be provided by Provider as described in the Scope of Services. 1.2 "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. Scope of Services

2.1 Provider shall provide the Services described below in accordance with the terms of this Agreement. The Parties acknowledge that the detailed scope, technical specifications, milestones and acceptance criteria are set forth as follows.

2.2 Any change to the Scope of Services shall be governed by a written Change Order signed by authorized representatives of both parties specifying the change in scope, any associated changes to fees and schedule, and the effective date of the change.

3. Service Levels

3.1 Provider shall use commercially reasonable efforts to provide Services in accordance with the service levels set forth below. Service availability shall be measured monthly. Provider's target uptime is %.

3.2 In the event Provider fails to meet the guaranteed uptime, Client shall be entitled to service credits calculated as follows: , subject to the conditions and limitations set forth herein. Service credits shall be Client's sole and exclusive remedy for service level failures.

4. Fees and Payment

4.1 Client shall pay Provider the fees for Services as set forth below. Fees are due in accordance with the following payment schedule.

4.2 Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Client shall be responsible for reasonable collection costs for overdue amounts.

5. Term and Termination

5.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of months (the "Initial Term"). The Agreement shall automatically renew for successive periods of months 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 for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

5.3 Termination for Insolvency or Nonpayment. Provider may suspend Services for nonpayment in accordance with the Payment Terms, and either party may terminate upon insolvency, bankruptcy, or assignment for creditors.

6. Confidentiality

6.1 Each party shall maintain the confidentiality of Confidential Information and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations.

6.2 Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was in the receiving party's possession prior to disclosure, or was independently developed without use of the disclosing party's Confidential Information.

7. Data Security and Privacy

7.1 Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration or destruction. Provider shall promptly notify Client of any unauthorized access to or disclosure of Client Data and shall cooperate in containment and remediation.

7.2 Provider's obligations under this Section are in addition to any statutory or regulatory obligations to report security incidents.

8. Intellectual Property

8.1 Provider retains all right, title and interest in and to Provider's preexisting intellectual property, software, tools and methodologies used in providing the Services. Client retains all right, title and interest in and to Client Data. Provider grants Client a limited, non-exclusive, non-transferable license to use Provider materials solely to receive and use the Services.

9. Warranties; Disclaimers

9.1 Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of the foregoing warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the affected Services or, if Provider cannot in a commercially reasonable manner re-perform, a refund of the fees paid for the deficient Services.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Liability and Indemnification

10.1 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 gross negligence, willful misconduct, or breach of confidentiality.

10.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM OR THE LIMITATION OF LIABILITY CAP SPECIFIED ABOVE, WHICHEVER IS LESS.

11. Subcontracting and Assignment

11.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance of its obligations hereunder. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a sale of substantially all of the assigning party's assets or business.

12. Notices

12.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice. Notice is effective upon delivery by hand, two (2) business days after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

13. Force Majeure

13.1 Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, governmental action, network failures or outages beyond Provider's control. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

14. Amendments; Waiver

14.1 No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15. Governing Law; Venue

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. The parties agree that exclusive venue for disputes shall be the state or federal courts located in that state, and both parties submit to personal jurisdiction therein.

16. Entire Agreement; Severability

16.1 This Agreement, together with any Change Orders executed in accordance with this Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. Counterparts

17.1 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 delivered electronically or by facsimile shall be binding.

Sign Now