Phone Service Contract

Phone Service Contract

This Phone Service Contract (the "Agreement") is entered into on Day: Month: Year: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Provider is duly authorized and experienced in providing telephony, voice and related telecommunications services and solutions; and

WHEREAS, Client desires to obtain phone service and related support from Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Provider to furnish services, equipment and support as further described below and for Client to pay Provider in accordance with the Payment Terms herein.

SCOPE OF WORK

Provider shall supply the telephony services, installation, configuration, and support described below. The services shall include call routing, voicemail, number portability assistance (where applicable), and any equipment explicitly listed in this Agreement.

SERVICE FEATURES AND LIMITS

Service Type: Business Residential

Number of Lines/Extensions: Monthly usage allowance (minutes/data):

Equipment provided by Provider:

PAYMENT TERMS

Fees: Client shall pay Provider a recurring fee of $ per billing period for the Services described in this Agreement.

Initial deposit or activation charge (if any): $. Recurring billing cycle: .

Late Payments: Any amount not paid within days after the invoice due date shall accrue a late fee of per month on the unpaid balance, or the maximum permitted by law, whichever is lower.

Taxes and surcharges are the responsibility of Client unless otherwise specified. Provider may pass through regulatory or carrier charges as applicable.

TERM AND TERMINATION

Commencement Date: . Term Expiration Date: .

This Agreement shall continue for the initial term specified above and shall automatically renew for successive periods of like duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and charges incurred through the effective date of termination. Provider may withhold final deliverables until all outstanding fees are paid.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed without use of the other party's Confidential Information; or (d) required to be disclosed by law or court order, provided the Receiving Party gives prompt notice and, where lawful and practicable, cooperates with the Disclosing Party to limit disclosure.

The Receiving Party will use Confidential Information solely to perform its obligations under this Agreement and will not disclose it to any third party except to employees, contractors and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination of this Agreement, each party will return or destroy the other's Confidential Information upon request. Remedies for breach include injunctive relief and any other remedies available at law or in equity.

LIMITATION OF LIABILITY AND INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER FOR THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in providing the Services. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the Services, breach of this Agreement, or violation of law.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt to resolve any dispute through good faith negotiations. If negotiations fail, disputes shall be resolved by binding arbitration conducted in the county or judicial district where Provider's primary place of business is located, unless the parties agree otherwise in writing.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or business without Client's consent.

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, addenda and written service orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

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