Service PreISP Agreement

SERVICE PREISP AGREEMENT

This Service PreISP Agreement ("Agreement") is made by and between Service Provider: and Client Name: . The parties hereby agree as follows.

RECITALS

WHEREAS, Service Provider is engaged in the business of providing pre-installation and preliminary technical assessment services related to Internet Service Provider (ISP) deployments, network planning, and related advisory services; and

WHEREAS, Client requires such pre-installation, planning, and assessment services in connection with Client's intended ISP deployment and desires to engage Service Provider on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment, confidentiality, and other material terms governing the provision of such services.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the pre-installation services described below. The parties acknowledge that the scope may include site surveys, feasibility analysis, spectrum assessment, preliminary design, vendor coordination, and a written findings report.

PAYMENT TERMS

Client agrees to pay Service Provider for the services described in the Scope of Work in accordance with the following payment provisions.

Late payment shall accrue interest at the rate of per month (or the maximum permitted by law), and a late fee of USD per invoice shall apply after a payment is more than overdue.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided below, shall continue until the End Date.

Start Date:     End Date (or anticipated completion):

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. In addition, either party may terminate without cause upon days' prior written notice to the other party.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. Recipient shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations, and shall use Confidential Information solely to perform under this Agreement.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was known to Recipient prior to disclosure, as demonstrated by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Recipient. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide prompt notice to Discloser and cooperate in any reasonable action to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of methodologies, tools, templates, and pre-existing materials. Upon full payment, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables produced specifically for Client pursuant to this Agreement solely for Client's internal business purposes. Any third-party software or components included in deliverables shall remain subject to their respective licenses.

INDEMNIFICATION AND 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 this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party designates by written notice. If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect. No waiver of any provision shall be effective unless in writing signed by the waiving party.

Sign Now