Telecom Services Document

TELECOM SERVICES AGREEMENT

RECITALS

WHEREAS, Client Name: (hereinafter "Client") desires to obtain telecommunications services; and

WHEREAS, Service Provider Name: (hereinafter "Provider") is engaged in the business of providing telecommunications services and has represented that it has the technical capacity and expertise to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide telecommunications services to Client, effective as of Effective Date: .

SCOPE OF WORK

Provider shall furnish the telecommunications services and deliverables described below in accordance with the terms of this Agreement. Provider will perform the services in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.

SERVICE LEVELS AND ACCEPTANCE

Provider shall maintain service levels as described in the Service Level Agreement (SLA) section below. Failure to meet applicable SLA targets shall entitle Client to remedies specified herein. Acceptance of services or deliverables shall occur upon successful completion of testing and inspection as described in the acceptance criteria.

PAYMENT TERMS

Client shall pay Provider the fees and charges set forth in this section in consideration for the services rendered under this Agreement.

Late payments shall accrue interest at the rate of Late Fee Percent: % per month, or the maximum rate permitted by applicable law, whichever is less. In addition, Client shall be responsible for reasonable collection costs and any applicable taxes.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice No. of Days: days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic. Each party shall (i) hold Confidential Information of the other in strict confidence, (ii) not disclose such Confidential Information except to those employees, agents or subcontractors with a need to know and bound by confidentiality obligations, and (iii) use such Confidential Information only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration, each party shall return or destroy the other party's Confidential Information and certify such destruction upon request.

COMPLIANCE, DATA PROTECTION & SECURITY

Provider shall maintain commercially reasonable administrative, technical and physical safeguards to protect Client data processed in connection with the services. Provider shall comply with applicable laws governing privacy, data protection and telecommunications, and shall promptly notify Client of any breach affecting Client data.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of the indemnifying party's willful misconduct or gross negligence in connection with this Agreement. Provider's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive or special damages.

CHANGE ORDERS

Any changes to the scope, schedule or pricing shall be documented in a written change order, signed by authorized representatives of both parties. Provider will not be obligated to perform work outside the agreed scope until a change order is approved and executed.

TAXES

Unless otherwise stated, all fees are exclusive of taxes. Client shall be responsible for all sales, use, excise and other taxes imposed by taxing authorities, excluding taxes based on Provider's net income.

NOTICES

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

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Sign Now