Telecommunications SIP Trunk Agreement

TELECOMMUNICATIONS SIP TRUNK AGREEMENT

Parties

This Telecommunications SIP Trunk Agreement ("Agreement") is entered into effective as of (the "Effective Date") by and between:

Recitals

WHEREAS, Provider operates and maintains SIP trunking infrastructure and related telecommunication services and offers such services to commercial customers under the terms set forth herein;

WHEREAS, Client desires to obtain from Provider SIP trunking capacity, inbound and outbound call termination, and related services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to provisioning, use, payment and operation of the Services on the Effective Date.

Definitions

"Services" means the SIP trunking, call termination, number provisioning, signaling and ancillary services provided by Provider under this Agreement. "SLA" means the service level commitments set forth in the Service Levels section below. Other defined terms are as used in the body of this Agreement.

Scope of Work

Service Levels

Provider shall use commercially reasonable efforts to provide the Services with an availability target of measured monthly. If Provider fails to meet the committed availability, Client shall be eligible for service credits as described in Provider's SLA, subject to Client's timely claim and Provider's verification of the failure.

Provisioning and Acceptance

Provider will provision SIP trunks and related configuration within the agreed lead time after receipt of all required technical information, payment authorizations, and number porting clearances. Acceptance will be based on successful completion of mutually agreed test calls and verification of connectivity. Any defects discovered during acceptance testing will be corrected by Provider within a commercially reasonable period.

Payment Terms

All fees are payable in the currency specified on the invoice. Client is responsible for applicable taxes and regulatory fees unless a valid exemption is provided. Provider may suspend Services for nonpayment following at least days' written notice.

Term and Termination

The initial term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Provider may terminate or suspend Services immediately for fraudulent or unlawful use, or for regulatory reasons.

Confidentiality

Each party shall keep confidential all non-public business, technical and operational information disclosed by the other party that is marked confidential or would reasonably be considered confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties except to affiliates, agents or contractors on a need-to-know basis who are bound by comparable confidentiality obligations. Confidential Information does not include information that is publicly available, already rightfully in the recipient's possession, or independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Indemnification; Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's willful misconduct, gross negligence, or material breach of this Agreement, subject to the indemnified party's compliance with notification and cooperation requirements. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, NEGLIGENCE RESULTING IN DEATH OR PERSONAL INJURY, OR A PARTY'S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Force Majeure

Neither party shall be liable for delay or failure to perform its obligations (except payment obligations) if such delay or failure is due to causes beyond its reasonable control, including acts of God, acts of government, strikes, epidemics, fire, flood, interruption of telecommunications networks or power supplies, or failures of third-party carriers. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

Regulatory Compliance and Number Porting

Each party will comply with applicable telecommunications regulations and lawful directions from regulatory or governmental authorities. Client acknowledges that number porting is subject to third-party carrier and regulatory processes and that Provider's role is limited to facilitating porting; Provider is not liable for third-party delays beyond Provider's control.

Change Orders

Material changes to the scope, capacity, configuration or pricing shall be documented in a written change order signed by both parties. Change orders may result in adjustments to fees and timelines.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties may pursue other remedies in courts of competent jurisdiction in the chosen state.

Assignment

Neither party may assign this Agreement or any rights hereunder 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 its assets or business without Client's consent, provided notice is given to Client and such assignee assumes Provider's obligations hereunder.

Entire Agreement

This Agreement, together with any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous understandings, proposals or communications, whether written or oral. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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