IT Voice Services Agreement

IT VOICE SERVICES AGREEMENT

This IT Voice Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing information technology voice communications services, including installation, configuration, maintenance, and support of voice-over-IP systems, telephony infrastructure, and related services; and

WHEREAS, Client desires to retain Service Provider to perform voice services at the Client's location(s), and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to document the scope, payment terms, service levels, confidentiality obligations, and other material terms in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation for Services: Client shall pay Service Provider for services rendered as follows. Total Contract Amount: $

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Service Provider may suspend services for nonpayment after written notice. Late fee (if applicable): or flat fee $ .

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the Receiving Party, is already known to the Receiving Party without restriction, or is rightfully obtained from a third party without obligation of confidentiality.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall not disclose such information except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Remedies for breach shall include injunctive relief in addition to any other available remedies.

SERVICE LEVELS AND SUPPORT

Service Provider shall use commercially reasonable efforts to provide services in a timely and professional manner. Response times, remedies for outages, and escalation procedures shall be as set forth in the Scope of Work. Client acknowledges that third-party network availability and end-user equipment may affect performance and that Service Provider's obligations are subject to such limitations.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for punitive, incidental, special, consequential, or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits, statements of work, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Notices shall be delivered in writing to the addresses specified below.

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