Miscellaneous Analog Lines Template

MISCELLANEOUS ANALOG LINES TEMPLATE

This General Business Agreement (the Agreement) is entered into as of between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client operates facilities requiring traditional analog telephone service and associated circuit termination points, and desires the installation, provisioning, maintenance, and billing of miscellaneous analog lines (Analog Lines); and

WHEREAS, Service Provider represents that it is duly qualified and experienced to provide telephony provisioning, testing, and support for analog lines and related ancillary services on the terms set forth in this Agreement; and

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

1. SCOPE OF WORK

Services to be provided include provisioning, testing, labeling, and on-site coordination for analog line installation at the service address. Service Provider responsibilities shall include: physical line termination, basic functional testing, and delivery of a completed inventory record to Client. Any additional work such as wiring beyond standard demarcation, advanced diagnostics, or third-party coordination shall be identified in writing and billed in accordance with Section 3.

2. ANALOG LINES INVENTORY

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this Section. All payments are due in United States Dollars unless otherwise agreed in writing.

Invoices will be issued on a basis and are payable within days of invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum permitted by applicable law, calculated from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if applicable.

4. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments incurred prior to termination.

5. CONFIDENTIALITY

Each party (Receiving Party) acknowledges that during performance it may receive Confidential Information of the other party (Disclosing Party). Confidential Information means non-public business, technical, financial or customer information disclosed in any form. The Receiving Party shall: (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (i) publicly known without breach; (ii) rightfully received from a third party without restriction; (iii) independently developed by the Receiving Party without reference to Disclosing Party's Confidential Information; or (iv) required to be disclosed by law or court order, provided the Receiving Party provides prompt written notice and cooperates with reasonable protective measures.

6. NOTICES

Notices must be in writing and will be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses shown above or as otherwise designated by written notice.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of courts located in that State for any disputes arising out of or relating to this Agreement.

8. INSURANCE AND LIABILITY

Service Provider shall maintain commercially reasonable insurance customary for its industry and sufficient to cover liabilities arising under this Agreement. Except for liability arising from wilful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, punitive, or consequential damages, and aggregate liability shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the preceding twelve (12) months.

9. ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders executed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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