Miscellaneous AliCable Form

MISCELLANEOUS ALICABLE FORM

This Miscellaneous AliCable Form ("Agreement") is entered into effective as of by and between:

WHEREAS

WHEREAS, Client requires certain services or deliverables related to the operation, installation, maintenance, testing and/or modification of cable, wiring, data, and associated equipment as described in this Agreement; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, licenses and equipment to perform such services and is willing to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform all services in a professional, workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services performed by Provider, Client shall pay Provider the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest and/or fees as set forth below.

If Client fails to make a required payment within the period specified in the invoice or payment schedule, Provider may suspend performance after providing written notice and a reasonable opportunity to cure. Provider's suspension or termination for nonpayment shall not relieve Client of its obligation to pay accrued amounts, interest, and collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not affect rights or liabilities accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or business information disclosed by a party to the other party, whether disclosed orally, in writing or by inspection. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations or exercise rights under this Agreement, and (iii) not disclose it to any third party except to its officers, employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The receiving party shall be liable for any unauthorized disclosure by its permitted recipients.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and the disclosing party shall be entitled to injunctive relief in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising under this Agreement shall lie in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral. No modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all of its assets, or similar transaction.

Notices: All notices required or permitted under this Agreement shall be provided in writing and delivered to the addresses stated above or to such other address as a party may designate in writing. Notices shall be effective upon delivery if by hand or upon receipt if sent by certified mail or other carrier providing proof of delivery.

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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