Legal Mobile Contract

Legal Mobile Contract

This Mobile Services Agreement (the "Agreement") is made effective as of Effective Date: by and between Provider Name: with principal place of business at Provider Address: and Client Name: with principal place of business at Client Address: .

Recitals

WHEREAS, Provider operates and provides mobile communications services, device provisioning, support and related managed services (collectively, the "Services"); and

WHEREAS, Client desires to engage Provider to deliver the Services and Provider is willing to provide the Services to Client on the terms and conditions set forth in this Agreement.

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 items described in Section 2 and in any Statement of Work executed under this Agreement, including device provisioning, connectivity, managed services, and support.

1.2 "Device" means any mobile handset, tablet or accessory provided by Provider to Client under this Agreement.

2. Services

Provider shall provide the Services described in the Services Description below in accordance with industry-standard practices and the service levels set forth in any applicable Statement of Work. Provider shall (i) provision Devices and connectivity accounts, (ii) configure Devices as agreed, and (iii) provide support and maintenance as set forth herein.

3. Term

The initial term of this Agreement shall commence on the Effective Date and continue for an initial period of months (the "Initial Term"). Thereafter this Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

4. Fees and Payment

Client shall pay Provider the fees set forth in each applicable Statement of Work and as summarized below. Fees are exclusive of taxes for which Client is responsible.

Payments are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend Services for invoices overdue by more than thirty (30) days after providing at least ten (10) days' written notice of intent to suspend.

5. Equipment and Title

Unless otherwise expressly agreed in writing, title to Devices provided by Provider remains with Provider until paid in full by Client. Client shall maintain Devices in good condition, shall not remove proprietary markings, and shall promptly notify Provider of lost, stolen or irreparably damaged Devices.

6. Acceptable Use

Client shall use the Services and Devices in compliance with all applicable laws and industry standards. Client shall not use Services for unlawful activities, bulk unsolicited messaging, activities that interfere with network integrity, or to transmit malware. Provider reserves the right to suspend Service for activities that materially impair service to other customers.

7. Support and Maintenance

Provider will provide support in accordance with the support plan selected by Client. Standard business hours support response times and escalation procedures shall be set forth in the applicable Statement of Work. Emergency support outside of business hours is available for an additional fee if agreed in advance.

8. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose any non-public proprietary or confidential information disclosed by the other party (the "Disclosing Party") except as required by law. Confidential information does not include information that is or becomes publicly available without breach of this Agreement. The obligations of confidentiality shall survive termination for a period of years.

9. Data Protection and Security

Provider shall implement and maintain reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access or disclosure. Provider shall notify Client of any confirmed data breach affecting Client Data within days of discovery and cooperate in reasonable mitigation and remedial efforts.

10. Warranties and Disclaimers

Provider warrants that it will perform Services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

12. Limitation of Liability

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 ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INDIRECT DAMAGES.

13. Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after days' written notice. Provider may terminate or suspend Services immediately for nonpayment or material misuse of Services.

14. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice to the other.

15. Governing Law

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

16. Entire Agreement; Amendments; Severability; Counterparts

This Agreement, together with all Statements of Work and attachments executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. Additional Provisions

17.1 Waiver. The failure of either party to enforce any right under this Agreement shall not be deemed a waiver of such right.

17.2 Remedies. Except as otherwise provided, the remedies provided in this Agreement are cumulative and not exclusive.

Entity Type

Provider entity type: Individual Corporation LLC Other

Client entity type: Individual Corporation LLC Other

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