Miscellaneous Redundancy Circuit

MISCELLANEOUS REDUNDANCY CIRCUIT AGREEMENT

Parties

Recitals

WHEREAS, Client is the owner or operator of critical communications and data systems requiring resilient network connectivity; and

WHEREAS, Provider is engaged in the business of designing, provisioning and maintaining redundant telecommunications circuits and related services; and

WHEREAS, the parties desire to enter into this Agreement to define the scope, payment, and operational responsibilities for the deployment and maintenance of one or more redundancy circuits, effective as of (the Effective Date).

Scope of Work

Provider will design, procure, install, test and commission redundant circuit infrastructure described below. The work shall include site surveys, procurement of circuit terminations, physical or virtual routing configuration, staging, cutover coordination, and post-installation verification. Provider will provide documented test results demonstrating failover and restoration behavior as required by Client.

Payment Terms

Client shall pay Provider for all services and goods supplied under this Agreement in accordance with the amounts and schedule set forth below. Unless otherwise stated, all amounts are payable in lawful currency.

Invoices are due net thirty (30) days from invoice date unless otherwise agreed in writing. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue in effect until .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Provider for all work performed and material committed through the effective date of termination, subject to any offsets for Provider non-performance. Provider shall return Client property and remove Provider equipment from Client premises as agreed.

Confidentiality

Each party (the Receiving Party) acknowledges that during performance it will receive or have access to confidential or proprietary information of the other party (the Disclosing Party). The Receiving Party shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to those employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is: (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed by the Receiving Party; or (iv) required to be disclosed by law, provided the Disclosing Party is given prior notice where permitted and disclosure is limited to the required extent.

By checking this box, the signing party acknowledges the confidentiality obligations set forth in this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation for a period of not less than thirty (30) days before initiating litigation.

Entire Agreement; Amendments

This Agreement, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notice is effective upon personal delivery, confirmed electronic delivery accepted by the recipient, or three (3) days after deposit with a nationally recognized overnight courier.

Miscellaneous Provisions

Subcontracting: Provider may subcontract performance of work under this Agreement provided Provider remains responsible for the subcontractor's performance and compliance with the terms of this Agreement.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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