Telecom Services Code

TELECOM SERVICES CODE

This Telecom Services Code (the "Code") is entered into as of by and between (the "Provider") and (the "Client").

WHEREAS

WHEREAS, Provider operates and maintains telecommunications networks, switching, transmission, and related services and facilities necessary to deliver voice, data and managed connectivity services consistent with industry standards; and

WHEREAS, Client requires provision of certain telecommunications services under commercially reasonable terms and expects adherence to specified service controls, confidentiality protections, billing practices, and regulatory compliance; and

WHEREAS, the parties desire to establish a binding code of operational, billing, and governance practices to govern the provision and use of such services as set forth herein.

SCOPE OF WORK

Provider shall furnish telecom services including but not limited to access lines, dedicated circuits, transport, number management, and managed network services as described below. Services shall be provided in accordance with accepted engineering practices and the service level objectives set out in this Code.

SERVICE LEVELS AND PERFORMANCE

Provider will maintain network availability and mean time to repair consistent with the Service Level Objectives (SLOs) below. Measured availability will be calculated monthly, excluding scheduled maintenance windows of which Client shall receive reasonable prior notice.

PAYMENT TERMS

Client shall pay Provider the fees set forth for services rendered. Unless otherwise stated, amounts due are exclusive of taxes which shall be borne by the paying party where applicable under law.

Late payments shall accrue a late fee at the rate of of the overdue balance, compounded monthly, or the maximum allowed by applicable law if lower. Provider may suspend services for any invoiced amount past due more than days after written notice without prejudice to other remedies.

TERM AND TERMINATION

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

Either party may terminate this Code for convenience upon written notice delivered no less than days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach, provided the breach is susceptible of cure.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including network architecture, route data, customer-specific configurations, usage data, pricing, and contractual terms.

Each party shall: (a) use Confidential Information solely for the performance of this Code; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, auditors or legal advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Code for a period of years, except for trade secrets, for which protection shall continue as permitted by law.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain commercially reasonable administrative, physical and technical safeguards to protect Client data and network traffic from unauthorized access, disclosure, alteration or destruction. Provider shall promptly notify Client of any security incident materially affecting Client data and cooperate in investigation and remediation.

REGULATORY COMPLIANCE

Each party shall comply with applicable telecommunications and privacy laws and regulatory obligations governing the provision, use and interconnection of services. Parties shall cooperate reasonably to respond to lawful government or regulator requests and to maintain records required by applicable law.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Each party's aggregate liability for direct damages under or in connection with this Code shall not exceed the total amounts paid or payable by Client to Provider under this Code in the twelve (12) months preceding the claim, except where liability cannot be limited by applicable law.

GOVERNING LAW

This Code shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Code, together with any exhibits, schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any modification must be in a written instrument signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice).

MISCELLANEOUS

If any provision of this Code is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing signed by the waiving party. The parties are independent contractors and this Code does not create any partnership, joint venture, agency, or employment relationship.

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