Telecommunications VoIP Agreement

Telecommunications VoIP Agreement

This Telecommunications VoIP Agreement (the Agreement) is entered into as of by and between Provider Name: and Client Name: .

Recitals

WHEREAS, Provider operates, maintains and licenses Voice over Internet Protocol (VoIP) telecommunications services, related hardware, software, and support (collectively, Services), and has the technical expertise and personnel necessary to furnish such Services to business customers; and

WHEREAS, Client desires to obtain from Provider and Provider desires to provide to Client the Services on the terms and conditions set forth in this Agreement, including call routing, termination, number management, call detail records, and related support and maintenance.

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, service levels, confidentiality obligations, and other material terms governing the delivery of Services.

Scope of Work

Provider will furnish VoIP telecommunications services to Client as described below. Provider will perform all Services in a commercially reasonable manner consistent with industry standards and in compliance with applicable laws and regulations.

Payment Terms

Client shall pay Provider the fees for Services as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Provider may suspend or terminate Services for non-payment in accordance with the Termination provisions.

Taxes: Client is responsible for all sales, use, excise, stamp and other taxes, duties or governmental charges arising out of this Agreement, except taxes based on Provider's net income.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as necessary to perform its obligations under this Agreement. Confidential Information includes technical, commercial and business information, call detail records, Numbering information, network configurations, and pricing. Confidential Information does not include information which is or becomes publicly known through no breach by the Receiving Party, or which is rightfully received from a third party without restriction.

Service Levels and Support

Provider will use commercially reasonable efforts to provide Service availability consistent with industry-standard carrier networks. Provider's target uptime is with support response time for severity 1 incidents of .

Equipment; Access

Equipment supplied by Provider remains Provider's property unless expressly sold. Client shall provide reasonable access to facilities and network equipment and shall be responsible for power, local network configuration, and end-user devices. Provider may charge for on-site services and installation as set forth in the Scope.

Data, Privacy and Compliance

Provider will maintain call detail records and related data as necessary to provide Services and bill Client. Provider and Client each agree to comply with applicable telecommunications, privacy and data retention laws, and to cooperate with lawful requests for emergency services and lawful process. Provider shall not be liable for Client's failure to comply with applicable law.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of its negligent acts or willful misconduct in performance of this Agreement. Except for liability for bodily injury, death, or a party's breach of confidentiality or third-party indemnities, neither party's aggregate liability for claims arising under this Agreement shall exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Suspension for Non-Payment or Abuse

Provider may suspend Services without liability if Client fails to pay undisputed amounts after the notice and cure period set forth in the Notice Period for Termination, or if Provider reasonably determines that Client's use materially threatens network integrity, violates law or abuses network resources. Provider shall use commercially reasonable efforts to provide notice prior to suspension except where immediate action is necessary.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, overnight courier, or certified mail, return receipt requested.

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