Router Room Service Contract

Router Room Service Contract

Parties

This Router Room Service Contract (the Agreement) is entered into on by and between:

Recitals

WHEREAS, Service Provider specializes in maintenance, repair, monitoring, and on-site support for networking infrastructure located within secure Router Rooms and has represented the capability to perform the services described in this Agreement; and

WHEREAS, Client operates or controls one or more Router Rooms and desires to retain Service Provider to provide maintenance, monitoring, and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of services, payment terms, confidentiality obligations, and other contractual provisions governing their relationship.

Scope of Work

Service Provider will provide the following services with respect to Client's Router Room(s). Services include routine preventive maintenance, hardware inspection, firmware and configuration management, environmental monitoring, spare parts management, documented on-site interventions, and emergency response as further described below.

Service Levels and Response

Service Provider shall adhere to the following service levels. Response times are measured from Client's initial notice to Service Provider.

Standard: On-site response within ; business hours support.

Premium: On-site response within ; 24/7 coverage and priority dispatch.

Payment Terms

In consideration for the services, Client shall pay Service Provider the fees set forth below. All fees are due in accordance with the schedule and are exclusive of applicable taxes unless otherwise stated.

Monthly in arrears Quarterly Annual

Past due invoices shall accrue interest at a rate of on the outstanding balance, calculated monthly, plus any collection costs. Client shall also be responsible for reasonable collection expenses and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

The initial term of this Agreement shall commence on and continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) will hold in confidence and not disclose or use any Confidential Information of the other party (Discloser) except as necessary to perform obligations under this Agreement. "Confidential Information" includes network diagrams, passwords, configuration files, security protocols, operational procedures, and any non-public business information. Confidential Information does not include information that (a) is or becomes publicly known through no breach by Recipient, (b) is already known by Recipient at time of disclosure as evidenced by written records, (c) is lawfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information to its employees, contractors, and subcontractors with a need to know, provided that such parties are bound by confidentiality obligations no less protective than those set forth herein. On termination or expiration of this Agreement, Recipient shall return or certify destruction of Discloser's Confidential Information upon request.

Governing Law; Compliance

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Each party shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement, including but not limited to facility access controls and data protection requirements.

Liability and Insurance

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Service Provider shall maintain commercially reasonable insurance, including general liability and professional liability coverage, and shall provide evidence of such insurance upon Client's request.

Entire Agreement; Amendments

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, proposals, representations, and agreements, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider may subcontract portions of the services provided that Service Provider remains responsible for performance and compliance with this Agreement.

Notices

Sign Now