IP Phone Request Form

IP PHONE REQUEST AND SERVICE AGREEMENT

Requesting Department:   Service Provider:

RECITALS

WHEREAS, Requesting Department requires the procurement, configuration and deployment of one or more IP telephony devices and associated network services to support voice communications within its facilities; and

WHEREAS, Service Provider represents that it is qualified to procure, configure, manage inventory, provision network settings, and install IP telephony equipment in accordance with the scope and technical specifications set forth herein; and

WHEREAS, the parties desire to document the specific request, scope of work, payment terms, schedule, and confidentiality provisions applicable to the requested IP phone services.

IP PHONE REQUEST DETAILS

Select model(s): Cisco 8841 Cisco 8851 Polycom CCX Other:

Power and network: PoE required External power adapter required

SCOPE OF WORK

The Service Provider shall perform the following services in connection with the requested IP telephony equipment and activation. Details to include procurement of identified devices, firmware configuration, VLAN and QoS configuration, directory provisioning, physical installation, testing, and turn-up of services. Specific tasks, deliverables, and acceptance criteria are described below:

PAYMENT TERMS

Total Amount: $   Billing Schedule:

Late Payment: Payments not received within the agreed billing terms shall accrue interest at on the outstanding balance. The Service Provider may suspend further provisioning or support for accounts more than thirty (30) days past due after providing written notice to the Requesting Department.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Termination for cause may be effected immediately upon material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive confidential, proprietary, or commercially sensitive information of the other party ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance and administration of this Agreement; and (c) refrain from disclosing Confidential Information to any third party except to employees, contractors or agents with a need to know and subject to obligations of confidentiality no less protective than those herein. Confidential Information shall not include information that is: (i) publicly known other than by breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the other party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Requesting Department maintains its principal place of business, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located therein for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the request particulars, scope of work, payment terms, and attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by an authorized representative of each party.

WARRANTIES AND REPRESENTATIONS

Each party represents and warrants that it has the authority to enter into this Agreement and that performance hereunder will not violate any other agreement to which it is a party. Service Provider warrants that equipment supplied will be free from defects in materials and workmanship for the manufacturer's standard warranty period and that installation will conform to accepted industry practices.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, and expenses arising from its gross negligence, willful misconduct, or breach of this Agreement, except to the extent such claims are caused by the indemnified party's negligence or willful misconduct.

APPROVALS AND AUTHORIZATION

By signing below, each party certifies that the individual signing this Agreement is duly authorized to bind the respective party and that the information in this IP Phone Request and Service Agreement is complete and accurate to the best of their knowledge.

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