Telecom Services Agreement

Telecom Services Agreement

This Telecom Services Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing telecommunications services, network connectivity and related technical services; and

WHEREAS, the Client desires to obtain certain telecommunications services from the Service Provider, and the Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the scope, performance levels, fees, and responsibilities of each party in connection with the provision and receipt of telecom services.

Scope of Work

The Service Provider shall provide telecommunications services, equipment installation, maintenance, and support as set forth below. The parties agree that specific deliverables, performance standards and locations are described in the attached scope. If no separate attachment is provided, the primary services shall be described in the field below:

Service Levels and Performance

Service Provider will use commercially reasonable efforts to provide services with industry-standard uptime and will maintain support and repair processes. Target uptime, mean time to repair (MTTR), and credit remedies for failure to meet service levels are:

Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the following terms.

Late payments shall incur interest and charges as set forth below.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes nonpublic business, technical, service, pricing, network and customer information disclosed in connection with this Agreement. Confidential Information does not include information that is (a) known to the Receiving Party prior to disclosure by the Disclosing Party, (b) becomes publicly known through no fault of the Receiving Party, (c) is lawfully received from a third party without restrictive obligations, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction. The parties acknowledge that breach of this Confidentiality provision may result in irreparable harm and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

Equipment, Installation and Access

The Service Provider will supply and install equipment as necessary to deliver Services. Title and risk of loss for Service Provider-owned equipment remains with Service Provider. Client shall provide reasonable access to premises and facilities and shall be responsible for any costs associated with delays caused by Client.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, special or consequential damages, and the aggregate liability of either party shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Data Protection and Lawful Use

The parties shall comply with applicable data protection and privacy laws. Client is solely responsible for ensuring lawful use of services and shall not use Services to infringe third-party rights or to transmit unlawful content. Service Provider may suspend services for illegal or abusive activity in accordance with its policies and this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Any dispute arising under or relating to this Agreement shall be resolved by the courts located in the same state, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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