Telecommunications Service Policy

TELECOMMUNICATIONS SERVICE POLICY

This Telecommunications Service Policy (the "Policy") is entered into as of Effective Date: by and between Service Provider Name: with address: and Client Name: with address: . The Provider and the Client are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, the Provider is engaged in the business of supplying telecommunications services, including but not limited to network connectivity, voice, data transport, and managed network services;

WHEREAS, the Client desires to procure telecommunications services from the Provider and the Provider agrees to provide such services subject to the terms and conditions set forth in this Policy;

WHEREAS, the Parties intend this Policy to set forth the scope, performance standards, pricing, confidentiality obligations, and other operational terms governing the delivery and use of the services.

SCOPE OF SERVICES

SERVICE LEVELS

Provider will use commercially reasonable efforts to provide the services in accordance with the following service levels. Measured availability shall be calculated over each monthly measurement period.

PAYMENT TERMS

The Client shall pay the Provider for services as set forth below. Unless otherwise stated, all fees are due in U.S. dollars and exclusive of applicable taxes.

Invoices not disputed in writing within thirty (30) days of receipt shall be deemed accepted. Disputed amounts do not relieve the Client of its obligation to pay undisputed amounts when due.

TERM AND TERMINATION

This Policy commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Either Party may terminate this Policy for convenience upon written notice of days to the other Party. Either Party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice of such breach. Termination does not relieve the Client of payment obligations for services delivered prior to the effective date of termination.

CONFIDENTIALITY

Each Party shall treat as confidential and shall not disclose any Confidential Information of the other Party except to its employees, agents, contractors and advisers who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" includes technical and commercial information, network designs, customer data, pricing and security measures, but excludes information that is (a) already known to the receiving Party without restriction at the time of disclosure; (b) becomes publicly available other than by breach of this Policy; or (c) is required to be disclosed by law or binding order of a court or governmental body.

Upon expiration or termination of this Policy, each Party shall promptly return or securely destroy the other Party's Confidential Information, except as necessary to maintain records for compliance with legal or accounting requirements, in which case such retained information remains subject to this confidentiality obligation.

DATA SECURITY AND CUSTOMER DATA

Provider shall implement and maintain physical, technical and administrative safeguards to protect Customer Data against unauthorized access, disclosure, alteration, and destruction consistent with industry standards. Provider will notify Client promptly upon becoming aware of a security incident affecting Client Data and will cooperate in remediation and regulatory obligations as required by applicable law.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or data security obligations, neither Party shall be liable for indirect, incidental, consequential, special or punitive damages, including loss of profit or business interruption. Provider's aggregate liability for direct damages arising from this Policy shall not exceed the total fees paid by Client to Provider under this Policy during the twelve (12) months preceding the claim.

Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the services, violation of law, or Client-provided content, except to the extent caused by Provider's gross negligence or willful misconduct.

COMPLIANCE WITH LAWS; ACCEPTABLE USE

Each Party shall comply with all applicable laws, regulations and industry standards in the performance of its obligations under this Policy. Client shall use the services in a lawful manner and shall not use services to transmit content that violates law or acceptable use standards. Provider may suspend services where required by law or to prevent imminent harm to the network, subject to notice where feasible.

GOVERNING LAW

This Policy 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for disputes arising out of this Policy.

ENTIRE AGREEMENT

This Policy, together with any attached exhibits, schedules or accepted statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both Parties.

NOTICES AND CONTACTS

MISCELLANEOUS

Neither Party may assign its rights or obligations under this Policy without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's business. If any provision of this Policy is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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