Miscellaneous Cable Terminal

MISCELLANEOUS CABLE TERMINAL

This Miscellaneous Cable Terminal Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client owns or controls telecommunications infrastructure at the location described below and requires the supply, installation, testing and commissioning of a cable terminal assembly and associated works (the "Works"); and

WHEREAS, Contractor is engaged in the business of supplying and installing cable terminal hardware and associated services and represents that Contractor has the necessary experience, personnel and equipment to perform the Works in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the Works and Client will accept and pay for such Works.

PROJECT LOCATION & EQUIPMENT

SCOPE OF WORK

Contractor shall furnish all labor, materials, tools, equipment, supervision and services necessary to perform the Works, which shall include but not be limited to procurement of cable terminal assemblies, installation, splicing, grounding, testing, labeling, and final commissioning in accordance with the specifications attached or described herein. Contractor shall comply with all applicable codes, standards and prudent industry practices.

PAYMENT TERMS

Client shall pay Contractor the total contract price in United States Dollars as follows.

Late payment shall incur interest at the rate of percent per month, or the maximum lawful rate if lower, computed monthly on the outstanding balance. Client is responsible for any applicable sales, use or other taxes unless Contractor has been provided a valid exemption certificate.

TERM & TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each party agrees to hold in confidence information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential due to its nature ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public other than by breach of this Agreement; (b) was already in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for performance of the Works and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Upon termination or written request, Confidential Information and all copies shall be returned or certified destroyed.

INSURANCE, INDEMNITY & LIABILITY

Contractor shall maintain commercial general liability and professional liability insurance with minimum limits of per occurrence and shall provide certificates of insurance upon request. Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligence or willful misconduct, except to the extent caused by Client's negligence or breach of this Agreement.

Except for liability arising from gross negligence or willful misconduct, and except for payment obligations, neither party's aggregate liability shall exceed the total amounts actually paid under this Agreement for the Works giving rise to the claim.

ACCEPTANCE & TESTING

Upon completion of installation, Contractor shall perform acceptance testing in the presence of Client or Client's representative. Acceptance shall occur when the Works meet the agreed acceptance criteria and any punch list items are corrected within the agreed cure period.

NOTICES

GOVERNING LAW & ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. Any action arising from this Agreement shall be brought exclusively in the courts of that jurisdiction.

This Agreement, including any exhibits, schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

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 Client may assign to an affiliate or in connection with a sale of substantially all of Client's assets without such consent.

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