Telecommunication Services New SIP Trunk

Telecommunication Services New SIP Trunk Agreement

Parties

This Agreement is entered into by and between Service Provider: , located at and Customer: , located at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing telecommunication services, including SIP trunking, and represents that it has the expertise, personnel and equipment necessary to provide such services; and

WHEREAS, Customer desires to obtain from Service Provider, and Service Provider agrees to provide, SIP trunking services and related provisioning, porting and support on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this instrument constitute the entire agreement governing the provision, operation, and billing of the new SIP trunk ordered by Customer.

Scope of Work

Service Provider shall provision, configure and deliver SIP trunking services in accordance with the technical specifications and order details set forth below. Service Provider will perform provisioning, testing and cutover coordination with Customer and any third parties identified by Customer.

Porting required: If checked, Porting Contact:

Payment Terms

Customer shall pay Service Provider the fees set forth below. All amounts are stated in the currency specified in the invoice and are exclusive of taxes unless otherwise required by law. Customer is responsible for any taxes, duties or assessments imposed by government authority on payments to Service Provider.

Term and Termination

This Agreement shall commence on the Start Date and shall continue for the Initial Term unless earlier terminated in accordance with this Agreement. Unless otherwise stated, the Agreement will automatically renew as provided below.

Start Date:

End Date (if any):

Auto-renewal: If auto-renewal is enabled, renewal term will be the same as the Initial Term unless otherwise agreed in writing.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party"). "Confidential Information" includes technical specifications, network configurations, pricing, customer lists, porting information, and any non-public business or technical information disclosed in connection with this Agreement. The Receiving Party shall not use Confidential Information except as necessary to perform its obligations hereunder and shall not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or ordered by a court or regulatory authority, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement claims, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, including lost profits, even if advised of the possibility of such damages. Service Provider's aggregate liability for direct damages under this Agreement shall be limited to the total amount of fees paid by Customer to Service Provider in the preceding twelve (12) months.

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 resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any attached order forms, schedules, and appendices executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Acceptance

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that the person signing on behalf of each party is authorized to bind that party.

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