Networking SDWAN Agreement

NETWORKING SDWAN AGREEMENT

This Networking SD-WAN Agreement (the Agreement) is made and entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client requires the design, deployment, configuration and managed operation of a software-defined wide area network (SD-WAN) to interconnect the Client's sites, and Provider has the expertise, personnel and resources to perform such services in accordance with this Agreement;

WHEREAS, Provider will provide network design, equipment provisioning, installation oversight, routing/policy implementation, monitoring and a managed support service under the service levels and scope described below;

NOW, THEREFORE, in consideration of the mutual covenants herein, Client and Provider agree as follows.

1. SCOPE OF WORK

Deliverables shall include network design documentation, configuration templates, installation checklists, turn-up reports, operational runbooks and remote management access as applicable. Provider shall be responsible for coordinating shipment of any Provider-supplied appliances and performing remote or on-site installation oversight as specified in the Scope of Work.

2. SERVICE LEVELS

Provider will use commercially reasonable efforts to maintain network availability. Target uptime: measured monthly. Service credits for breach of availability thresholds will be Provider's sole and exclusive remedy for availability failures as further described in the SLA addendum incorporated by reference.

3. PAYMENT TERMS

Invoices will be submitted in accordance with the Payment Schedule. Standard payment terms are from invoice date. Late payments shall accrue interest at and Client shall be responsible for reasonable collection costs.

4. TERM AND TERMINATION

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

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Provider will deliver all work in progress and Client will pay Provider for all services performed and non-cancellable commitments incurred through the effective date of termination, plus any agreed early termination fee of where applicable.

5. CONFIDENTIALITY

Each party (Recipient) shall keep confidential and not disclose Confidential Information of the other party (Discloser) and shall use such information only for performance of this Agreement. Confidential Information includes non-public technical, business and pricing information and any network configurations or credentials. The obligations of confidentiality survive termination for a period of years, except that source code and customer data shall remain confidential indefinitely or as required by applicable law.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in Provider's pre-existing tools, software, documentation and intellectual property. Provider grants Client a non-exclusive, non-transferable license to any Provider software or templates delivered under this Agreement solely for Client's internal business use in connection with the Services. Client retains ownership of Client data and any materials provided by Client.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for breaches of confidentiality or indemnification obligations or willful misconduct, each party's aggregate liability under this Agreement shall be limited to the greater of (a) fees paid by Client to Provider in the twelve (12) months preceding the claim or (b) .

Provider shall indemnify and defend Client from third-party claims arising from Provider's gross negligence or willful misconduct in performance of the Services. Client shall indemnify Provider from claims arising from Client-provided content, misuse of the Services or Client's breach of this Agreement.

8. CHANGE ORDERS

Changes to the Scope of Work shall be documented in written change orders signed by authorized representatives of both parties. Change orders may affect schedule, price or other terms and shall specify any incremental fees and revised delivery dates.

9. NOTICES

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits and mutually executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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