Professional Services PRI Contract

PROFESSIONAL SERVICES PRI CONTRACT

This Professional Services PRI Contract (the “Agreement”) is made and entered into as of Effective Date: by and between Client Name: with principal address: (hereinafter “Client”), and Service Provider Name: with principal address: (hereinafter “Provider”). Client and Provider are individually referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Client requires professional PRI services related to telecommunications network configuration, testing, and implementation of Primary Rate Interface (PRI) services (the “PRI Services”); and

WHEREAS, Provider represents that it possesses the necessary qualifications, expertise, personnel, and equipment to perform the PRI Services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform such PRI Services for Client.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the PRI Services described in the Scope of Work attached hereto as Exhibit A and incorporated herein. A concise description of the anticipated core tasks is provided below; the full, governing Scope of Work must be contemporaneously attached or completed by the Parties.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with Section 10 below. The Agreement may be extended by written agreement of the Parties.

3. FEES; PAYMENT TERMS

3.1 Fees. Client shall pay Provider fees as set forth: Base Service Fee: $ per month; one-time Implementation Fee: $ . All fees are exclusive of taxes and out-of-pocket expenses unless otherwise stated.

3.2 Invoicing and Payment. Provider shall submit invoices to Client monthly in arrears. Payment is due within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Provider for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with performance of the Services. Provider shall obtain Client’s prior written approval for any single expense item in excess of $ .

5. CONFIDENTIALITY

5.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. Provider acknowledges that Client’s network configuration, customer lists, and technical specifications are Confidential Information.

5.2 Nondisclosure. Each Party shall: (a) use Confidential Information only for performance of this Agreement; (b) take reasonable measures to protect Confidential Information; and (c) not disclose Confidential Information except to employees or contractors who have a need to know and who are subject to confidentiality obligations no less protective than those contained herein.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All deliverables and work product specifically created by Provider for Client under this Agreement (collectively, “Work Product”) shall be deemed a work made for hire. To the extent any such Work Product is not a work made for hire, Provider hereby irrevocably assigns to Client all right, title and interest in and to such Work Product, including copyrights and other intellectual property rights, upon full payment of all amounts due for such Work Product.

6.2 Provider Materials. Provider shall retain all right, title and interest in and to Provider’s preexisting tools, methodologies, software, and know-how used to perform the Services (“Provider Materials”). Provider grants Client a nonexclusive, nontransferable, perpetual license to the extent such Provider Materials are embedded in delivered Work Product.

7. WARRANTIES; DISCLAIMER

7.1 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. For any breach of the foregoing warranty, Provider’s sole obligation shall be to re-perform the deficient Services at no additional charge, provided Client notifies Provider in writing within thirty (30) days of discovery.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claim, liability, loss or expense (including reasonable attorneys’ fees) arising out of Provider’s negligent performance, willful misconduct, or breach of its confidentiality or intellectual property obligations under this Agreement.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from claims arising from Client’s specifications, misuse of the Work Product, or Client’s breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from a Party’s gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party be liable for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages.

9.2 Aggregate liability of either Party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party. In the event of termination for convenience, Client shall pay Provider for Services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

10.2 Termination for Cause. Either Party may terminate this Agreement upon ten (10) days’ written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within the notice period.

11. INSURANCE

Provider shall maintain, at its expense, insurance coverage customary for its industry, including commercial general liability and professional liability insurance with limits sufficient to cover its obligations under this Agreement. Upon Client’s reasonable request, Provider shall furnish certificates evidencing such coverage.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice. Notices shall be deemed given upon receipt.

13. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing contained in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties. Provider shall be solely responsible for withholding and paying all employment-related taxes for its personnel.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

14.2 Waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic means shall be effective to bind the Parties.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules.

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

15.3 Entire Agreement. This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements relating to the subject matter hereof.

MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

16.2 Remedies. Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and not exclusive.

Sign Now