Unfiber Service Contract

UNFIBER SERVICE CONTRACT

This Unfiber Service Contract (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at . Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider operates and provides network, connectivity, installation, maintenance and related telecommunication services under the brand name Unfiber; and

WHEREAS, Client desires to obtain from Service Provider certain services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend to define their respective rights and obligations with respect to the installation, operation, service levels, fees and confidentiality for the Services specified in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1 "Services" means the network access, installation, maintenance, monitoring, and other deliverables described in Section 2 and any Statement of Work attached to or incorporated into this Agreement. Service descriptions may include bandwidth, hardware, circuit routing, and any associated professional services.

1.2 "Service Location" means the physical premises where Services are to be provided, as specified in the Notices section or in an applicable Statement of Work.

1.3 "Confidential Information" means nonpublic business, technical or financial information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential.

2. Scope of Services

2.1 Services to be Provided. Service Provider shall provide the Services described in the service description field below in accordance with the terms of this Agreement. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2.2 Change Orders. Any material change to the scope of Services shall be documented in a written change order signed by both Parties. Change orders shall state the work to be performed, the schedule impact, and any adjustments to fees.

3. Service Levels and Maintenance

3.1 Service Levels. Service Provider warrants that network availability for the Services shall be at least % measured on a monthly basis, excluding scheduled maintenance windows and events outside Service Provider's control.

3.2 Response and Repair. Service Provider shall respond to critical outages within and shall use commercially reasonable efforts to remediate outages in accordance with the response and repair times set forth in the Service Level Annex.

4. Fees, Invoicing and Payment

4.1 Fees. Client shall pay Service Provider the fees set forth in this Section and any applicable Statement of Work. The recurring service fee is per billing period.

4.2 Invoicing and Payment Terms. Service Provider will invoice Client monthly in arrears unless otherwise agreed. Client shall pay invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes. Client is responsible for all taxes (except taxes based on Service Provider's net income) arising from the transactions under this Agreement.

5. Term and Termination

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with this Agreement. Thereafter, the Agreement will automatically renew for successive one-month periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

5.3 Termination for Convenience. Client may terminate the Services for convenience upon providing Service Provider with sixty (60) days' prior written notice and payment of any applicable early termination or decommissioning charges set forth in the applicable Statement of Work.

6. Confidentiality

6.1 Non-Disclosure. Each Party agrees not to disclose the other Party's Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

6.2 Exceptions. Confidential Information does not include information that is (a) publicly known through no fault of the receiving Party, (b) rightfully received without restriction from a third party, or (c) independently developed without use of the disclosing Party's Confidential Information.

6.3 Duration. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

7. Data Security and Privacy

7.1 Security Measures. Service Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Customer Data against unauthorized access, use or disclosure. Such measures shall be commensurate with industry standards for comparable providers.

7.2 Breach Notification. Service Provider shall notify Client without undue delay, and in no event later than hours after becoming aware of a security incident affecting Client Data. Notification shall include the nature of the incident, the data reasonably believed to be affected and remediation steps.

8. Intellectual Property

8.1 Ownership. Each Party retains all right, title and interest in and to its preexisting intellectual property. Service Provider grants Client a non-exclusive, non-transferable right to use Service Provider's software and documentation solely to enable Client's use of the Services during the Term.

8.2 Feedback. Client grants Service Provider a royalty-free, worldwide, perpetual license to incorporate any suggestions or feedback provided by Client regarding the Services.

9. Warranties; Disclaimer

9.1 Limited Warranty. Service Provider represents and warrants that it will provide the Services in accordance with this Agreement and with materially conforming services to those described in the applicable Service Description. For any breach of this warranty, Client's exclusive remedy shall be the re-performance of the nonconforming Services or a refund of amounts paid for such nonconforming Services.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, OR LIABILITY FOR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE CAP AMOUNT IS .

10.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

11.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's breach of this Agreement or the gross negligence or willful misconduct of Service Provider in performing the Services.

11.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims, liabilities, damages and expenses arising out of Client's use of the Services in violation of this Agreement or applicable law.

12. Force Majeure

Neither Party shall be liable for any failure or delay to perform its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, labor disputes, governmental actions, acts of terrorism, civil commotion, or failure of third-party carriers.

13. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee agrees in writing to assume Service Provider's obligations hereunder.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other Party in accordance with this Section. Notices shall be deemed given upon personal delivery, upon confirmed electronic delivery, or three (3) business days after deposit in the national mail, postage prepaid.

15. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver by either Party of any breach shall not operate as a waiver of any subsequent breach.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

17. Entire Agreement; Severability

This Agreement, together with any attachments and Statements of Work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Execution

The Parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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