Legal Zayo Agreement

LEGAL ZAYO AGREEMENT

This Legal Zayo Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: a Corporation LLC Partnership Individual with principal place of business at Provider Address: and Client Name: a Corporation LLC Partnership Individual with principal place of business at Client Address: .

RECITALS

WHEREAS, Provider is engaged in the business of designing, provisioning and operating telecommunications, network infrastructure and related professional services and has expertise, personnel and resources necessary to perform the Services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services described herein and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding regarding the provision of Services, fees, confidentiality obligations, intellectual property rights and the allocation of risk between the parties.

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

1. DEFINITIONS

1.1 "Services" means the network, telecommunications, and related professional services to be provided by Provider to Client as described in Section 2 and in any Statement of Work entered into under this Agreement.

1.2 "Confidential Information" means non-public business, technical and financial information disclosed by a disclosing party to a receiving party, whether orally, in writing, or electronically, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in each mutually executed Statement of Work (SOW) which shall include a description of tasks, deliverables, acceptance criteria, schedule and fees. The initial scope is summarized below.

2.2 Provider will perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider shall use reasonable efforts to meet any schedules set forth in the applicable SOW but shall not be liable for delays caused by Client or events outside Provider's control.

3. TERM

3.1 This Agreement commences on the Effective Date and continues for an initial term of unless earlier terminated in accordance with Section 11. Thereafter the Agreement shall automatically renew for successive terms of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in each SOW. Unless otherwise stated, fees are due within days of invoice receipt. All amounts are payable in United States dollars.

4.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable collection costs and expenses, including attorneys' fees, incurred by Provider in collecting overdue amounts.

5. CONFIDENTIALITY

5.1 Each party shall maintain the other party's Confidential Information in strict confidence and shall not disclose such information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Confidentiality obligations shall not apply to information which: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully obtained from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Except as provided in an SOW, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider retains all right, title and interest in tools, methodologies, know-how and other Provider-owned technology used in performing the Services.

6.2 To the extent Provider creates deliverables specifically for Client under an SOW (the "Deliverables"), Provider hereby grants Client a non-exclusive, non-transferable, worldwide license to use such Deliverables solely for Client's internal business purposes, subject to payment in full of all fees due.

7. DATA PROTECTION AND SECURITY

7.1 Provider shall implement and maintain reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. Provider shall notify Client without undue delay, and in no event later than 72 hours after discovery, of any confirmed security breach affecting Client Data.

7.2 Client shall be responsible for the accuracy and legality of Client Data and for obtaining all necessary rights and consents to allow Provider to process such data in connection with the Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any law or agreement applicable to such party.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

9. INDEMNIFICATION

9.1 Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee") from and against any third-party claims arising out of the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement, subject to the limitations and procedures set forth in this Section 9.

9.2 The indemnitor's aggregate liability under this Section shall not exceed except for claims arising from gross negligence or willful misconduct, which shall not be subject to such cap.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

11.1 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.

11.2 Upon termination, Client shall pay Provider for Services performed and expenses incurred up to the effective date of termination and return or destroy Provider Confidential Information in Client's possession.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified below, by hand delivery, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon receipt.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 This Agreement, together with all SOWs and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

15.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent to the extent possible.

15.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

MISCELLANEOUS

16.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.

16.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now