Telecommunication Contract

Telecommunication Contract

This Telecommunication Contract (the Agreement) is entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, (Service Provider) provides telecommunications services including but not limited to voice, data, internet access, network management, and related infrastructure (collectively, Telecommunications Services);

WHEREAS, (Client) desires to obtain Telecommunications Services from Service Provider and the parties desire to set forth their respective rights and obligations in this Agreement.

Scope of Work

Service Provider shall perform the telecommunications services described below in a professional manner consistent with industry standards. Specific deliverables, service levels, and locations of service are to be described in the Scope.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Telecommunications Services. Fees shall be exclusive of applicable taxes unless otherwise stated.

All sums not paid when due shall accrue interest at the rate set forth above and Client shall also be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Service Provider may immediately suspend services for Client's failure to pay undisputed amounts when due. Termination shall not relieve Client of payment obligations for services performed prior to termination and any reasonable termination charges expressly set forth herein.

Confidentiality

Each party (Recipient) acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public business, technical, operational, or financial information disclosed in any form and marked or identified as confidential or which a reasonable person would understand to be confidential. Recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a strict need to know and who are bound to confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Discloser's Confidential Information; or (iv) is required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser to seek protective measures. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets.

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. Venue for any dispute shall be the state or federal courts located in the designated state unless the parties agree in writing to arbitration.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Force Majeure: Neither party shall be liable for failure or delay caused by events beyond its reasonable control, including acts of God, labor disputes, utility or network outages, governmental actions, or shortages of supplies, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

Entire Agreement

This Agreement, including any exhibits or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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