Telecommunications VoIP Upgrade

Telecommunications VoIP Upgrade Agreement

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

WHEREAS

WHEREAS, Provider is engaged in the business of supplying telecommunications equipment, VoIP software, configuration, and related professional services; and

WHEREAS, Client desires to upgrade its existing telephony infrastructure to a Voice over Internet Protocol (VoIP) system and to procure related services and equipment from Provider in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Included components (select all that apply):

SIP Trunking    Handset Replacement/Upgrade    QoS Configuration    PBX/Softswitch Integration    End-User & Administrator Training

Payment Terms

Unpaid amounts shall accrue interest at percent per month (or the highest lawful rate if less) calculated monthly on the outstanding balance. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided, however, that termination shall not relieve Client of its obligation to pay Provider for Services performed and expenses incurred through the effective date of termination, plus any reasonable wind-down costs.

Confidentiality

Each party acknowledges that during performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees (a) to use Confidential Information solely for the purposes of performing under this Agreement; (b) to protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not to disclose Confidential Information to third parties except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Obligations under this section survive for three (3) years after termination of this Agreement, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

Acceptance Testing and Warranty

Provider shall perform acceptance testing described in the Scope of Work. Client shall have days following completion of testing to notify Provider of any nonconforming services. Upon notice, Provider shall remedy such nonconformities at no additional charge. Provider warrants that services will be performed in a professional and workmanlike manner for a period of ninety (90) days following acceptance, subject to exclusions for misuse, third-party failures, and modifications not made by Provider.

Limitation of Liability

Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, arising out of or related to this Agreement, regardless of the theory of recovery. Provider's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six (6) months preceding the event giving rise to liability.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, either party may pursue any remedies available at law or in equity.

Entire Agreement

This Agreement, including all exhibits, schedules, and executed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices and Contacts

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