Service Work Verizon SW

SERVICE WORK AGREEMENT — VERIZON SW

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing telecommunications maintenance, installation, and technical field services and represents that it has the personnel, experience, and equipment necessary to perform the services described herein; and

WHEREAS, Client requires certain service, maintenance and repair work at locations owned or managed by Client and desires to engage Service Provider to perform such work under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the work described above (the "Work") in a good and workmanlike manner, in accordance with accepted industry standards, and in compliance with all applicable laws, regulations, codes and Client policies. All materials furnished by Service Provider shall be new unless otherwise agreed in writing. Service Provider shall coordinate with Client's designated on-site contact: , Phone: , Email: .

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total contract price of $ for the Work unless otherwise modified in a written change order signed by both parties.

Invoices shall be submitted to Client at the billing address or to the billing contact provided above and shall include reasonable supporting documentation. Client shall pay undisputed invoices within days of receipt. In the event of a disputed invoice, Client shall notify Service Provider in writing within ten (10) days and the parties shall cooperate to resolve the dispute in good faith.

Late Payment: Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning on the date payment was due and continuing until paid. In addition, Client shall be responsible for reasonable collection costs, including attorney fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all Work performed and reasonable costs incurred prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) take reasonable measures to protect Confidential Information from unauthorized use or disclosure; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information shall not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Acknowledgment: I acknowledge and will comply with the confidentiality obligations set forth above.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement; provided that the indemnified party provides prompt written notice of the claim and cooperates in the defense at the indemnifying party's expense.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

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