Private Network Agreement

PRIVATE NETWORK AGREEMENT

This Private Network Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider operates and maintains a private communications network and has the capability to provide dedicated network connectivity, managed services, and associated maintenance for Client's internal traffic; and

WHEREAS, Client desires to obtain from Provider a private network service under the terms and conditions set forth in this Agreement, and Provider agrees to provide such services subject to the terms herein.

WHEREAS, the parties desire to memorialize the scope, payment, confidentiality, and other obligations related to the private network services.

SCOPE OF WORK

Provider will design, install, configure, and operate the private network described below and in any attached exhibits. Provider shall provide hardware, software, connectivity, and managed services required to meet the specifications agreed by the parties. The obligations include routine maintenance, monitoring, and fault remediation during the Service Hours set forth below.

SERVICE LEVELS AND OPERATIONS

Provider shall use commercially reasonable efforts to meet the service availability and performance targets described in the Detailed Scope. Provider will notify Client of scheduled maintenance at least days prior to planned outages. Unscheduled outages will be addressed in accordance with the escalation procedures described in the Detailed Scope.

PAYMENT TERMS

In consideration for the services provided by Provider, Client shall pay Provider the fees specified below in accordance with this Payment Terms section. All fees are payable in U.S. dollars unless otherwise stated.

Unless otherwise specified, Client shall pay invoices within days of receipt. Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. In addition to interest, Provider may suspend services for nonpayment after days' written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach of its terms by the other party if the breach remains uncured for days following written notice specifying the breach. Either party may terminate for convenience with days' prior written notice. Termination shall not relieve Client of payment obligations for services performed or commitments made prior to termination; early termination fees apply as set forth below.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") that is designated as confidential or which, under the circumstances, should reasonably be understood to be confidential. Recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to receipt from Discloser; (iii) is received without restriction from a third party not subject to a confidentiality obligation; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the network services and the data processed to protect Client data from unauthorized access or disclosure. Provider will promptly notify Client of any unauthorized access or security incident affecting Client data and cooperate in good faith with Client's remediation and required notifications.

INDEMNITY; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from claims arising out of its gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR ITS OBLIGATIONS UNDER THE INDEMNITY SECTION, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY OR INDEMNITY PROVISIONS, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

COMPLIANCE; AUDIT RIGHTS

Provider shall comply with applicable laws and regulations in providing services. Client may, upon reasonable notice and during normal business hours, audit performance of Provider under this Agreement to verify compliance with material terms; audits shall be conducted in a manner that does not unreasonably interfere with Provider's operations and shall be subject to confidentiality protections.

GOVERNING LAW

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

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 either party may designate by written notice.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

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