Telecommunications SDWAN Order Form

Telecommunications SDWAN Order Form

Parties and Recitals

This Telecommunications SDWAN Order Form (the Agreement) is entered into effective as of between Customer Name: and Provider Name: .

WHEREAS, Provider operates network management, transport orchestration and SDWAN services and is authorized to provision telecommunications services; and

WHEREAS, Customer desires to procure SDWAN connectivity, associated managed services and equipment as set forth in this Order Form and Provider agrees to perform such services under the terms of this Agreement.

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

Scope of Work

Service Order Details

Network Operations Center (24/7 monitoring)    Configuration Management    Periodic Performance Reporting

Pricing and Payment Terms

Installation Fee: $ (one-time)

Equipment Charges (purchase or rental):

Monthly Recurring Charge (Total): $

Late Payment: If any undisputed invoice is not paid within days after the due date, interest shall accrue at or the maximum allowed by law, whichever is less.

Term and Termination

Service Commencement Date: .

Initial Term: months. This Order will automatically renew for successive terms of the same length unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Order upon material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Customer of payment obligations for services provided prior to termination.

Confidentiality

Each party (Recipient) shall hold in confidence all Confidential Information disclosed by the other party (Discloser) and shall not disclose such information to any third party or use it except to perform obligations under this Order. "Confidential Information" includes non-public commercial, technical, pricing, network architecture and customer data. Confidential Information does not include information that (a) is generally available to the public other than by breach of this Order; (b) was rightfully in Recipient's possession before disclosure; (c) is received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, contractors and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those herein. Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate and Discloser shall be entitled to equitable relief, injunctive or otherwise, in addition to any other remedies.

Service Levels and Acceptance

Provider will provide services in accordance with the service levels and maintenance windows described in this Order or an attached Service Level Exhibit. Customer shall accept each Site upon completion of installation and functional testing; acceptance shall occur upon written confirmation from Customer or, if no response is provided within days after Provider notice, the Site shall be deemed accepted.

Liability, Indemnity and Insurance

Each party's liability for direct damages arising out of or relating to this Order is limited to the greater of actual direct damages or an amount equal to the fees paid under this Order in the twelve (12) months preceding the event, except for wilful misconduct or gross negligence. Neither party shall be liable for indirect, incidental, consequential, special, punitive or lost profits. Provider shall maintain commercially reasonable insurance and shall indemnify Customer against third-party claims arising from Provider's negligence or wilful misconduct in providing the services.

Governing Law and Entire Agreement

Governing Law: This Order shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules.

Entire Agreement: This Order, together with any referenced exhibits and the parties' Master Services Agreement (if applicable), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, representations, or agreements, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Acceptance and Authorization

By signing below, the undersigned represent and warrant they are authorized to bind their respective party to this Order and that the terms set forth herein shall become binding obligations upon signature.

Sign Now