Telecommunication Business Document

TELECOMMUNICATION SERVICES AGREEMENT

This Telecommunication Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider: and Client: .

Provider Information

Corporation    Limited Liability Company (LLC)    Individual / Sole Proprietor

Client Information

WHEREAS

WHEREAS, Provider is engaged in the business of designing, deploying, operating and maintaining telecommunication network infrastructure, value-added network services, and related managed services; and

WHEREAS, Client desires to procure certain telecommunication services from Provider, and Provider represents that it has the technical expertise, personnel, and regulatory authorizations necessary to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services described in this Section 1 and in any statement of work executed by the parties. The services shall include network design, equipment provisioning, installation, testing, commissioning, monitoring, maintenance, and fault remediation necessary to deliver the telecommunications services identified below.

Anticipated scope start date:    anticipated scope completion date: .

2. PAYMENT TERMS

In consideration for the services performed by Provider, Client shall pay Provider in accordance with this Section 2.

Invoice frequency: Monthly   Quarterly   Milestone-based

Unless otherwise stated in a mutually executed statement of work, Client shall pay all undisputed invoices within days of receipt. Provider shall deliver invoices to Client's primary billing contact provided above.

Any undisputed amount not paid when due shall bear interest at the lesser of % per month or the maximum rate permitted by law, calculated monthly from the due date until paid in full. Provider may suspend services for amounts overdue more than days following notice.

3. TERM AND TERMINATION

This Agreement shall commence on the Commencement Date: and shall continue until the Term End Date: unless earlier terminated in accordance with this Section 3.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Discloser) obtained in connection with performance under this Agreement, except as expressly permitted herein. "Confidential Information" includes non-public technical, commercial, business and operational information, network architecture, designs, source code, pricing and customer data, but excludes information that is (a) publicly known through no breach by Recipient, (b) rightfully received from a third party without restriction, or (c) independently developed by Recipient without use of Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors and advisors on a need-to-know basis provided they are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall be held for a period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they qualify as trade secrets.

5. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

6. ENTIRE AGREEMENT

This Agreement, including any statements of work and exhibits 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, understandings and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

7. ADDITIONAL PROVISIONS

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities and expenses arising out of its breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the other party's negligence or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, infringement of intellectual property or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim or , whichever is greater.

Force Majeure: Neither party shall be liable for failure or delay in performance caused by acts beyond its reasonable control, including but not limited to acts of God, strikes, governmental actions, failure of suppliers, network outages, or natural disasters. Affected obligations shall be suspended for the duration of the force majeure event and the party affected shall use reasonable efforts to resume performance.

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