Utility VoIP Service Agreement

UTILITY VOIP SERVICE AGREEMENT

This Utility VoIP Service Agreement (the Agreement) is entered into as of by and between Service Provider: with principal place of business at and Customer: with principal place of business at .

WHEREAS

WHEREAS, Service Provider provides hosted voice-over-IP services, network management, and related telecommunications solutions tailored for utility operations; and

WHEREAS, Customer requires managed VoIP services to support operational communications, emergency dispatch interfaces, and interoperability with existing utility systems; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Scope of Services

Service Provider will provide VoIP telephony services, including network trunking, call routing, number porting assistance, session management, and monitoring. The Services shall be described in detail below and may include on-site or remote installation, configuration, and ongoing technical support.

2. Service Levels and Maintenance

Service Provider warrants that core VoIP services will be available no less than % on a monthly basis, excluding scheduled maintenance. Scheduled maintenance windows shall be communicated at least 48 hours in advance when practicable. In the event availability falls below the foregoing uptime commitment, Customer shall be entitled to service credits as set forth below.

Service credit percentage for downtime: % of monthly recurring charges for the affected service per under-performance event. Credits are Customer's sole and exclusive remedy for service unavailability.

3. Equipment, Installation and Acceptance

Equipment ownership, warranty, and responsibility for maintenance shall be as follows. Customer shall be responsible for on-premises end-point devices and local power/backhaul unless otherwise agreed in writing. Service Provider will supply any network elements identified in the Scope of Work on either a purchase or lease basis as elected by Customer.

4. Payment Terms

Customer shall pay Service Provider the fees set forth in this Agreement and any attached exhibits. Unless otherwise specified, fees for recurring services are invoiced in advance on a basis and are due within days of invoice.

Late payments shall incur a late fee of % per month on the overdue balance, or the maximum lawful rate, whichever is less, plus all collection costs and attorneys' fees.

5. Term and Termination

The initial term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' advance written notice. Either party may terminate for material breach if the breach remains uncured for 30 days after written notice specifying the breach. Early termination by Customer without cause may trigger an early termination fee equal to .

6. Confidentiality

Each party (Recipient) shall hold in confidence and not disclose any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. Confidential Information includes technical, operational, financial, and business information, call detail records, and network architecture diagrams. Confidential obligations do not apply to information that is (a) publicly available without breach, (b) rightfully received from a third party without confidentiality obligation, (c) independently developed, or (d) required to be disclosed by law, provided Recipient gives prompt notice and limits disclosure to the extent lawful.

7. Data Protection, Records and Emergency Services

Service Provider shall implement industry-standard administrative, physical, and technical safeguards to protect Customer Data. Call detail records and configuration backups shall be retained for a period of unless otherwise directed in writing. Customer acknowledges that VoIP services may have limitations for emergency calling (E911) and that Service Provider's ability to route emergency calls depends on accurate provisioning information provided by Customer. Customer must maintain current emergency location information.

Emergency services acknowledgment: I acknowledge the limitations and responsibilities described above.

8. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of law. Except for liability for personal injury or for a party's indemnification obligations, neither party shall be liable for indirect, special, consequential, or punitive damages. Each party's aggregate liability for any claim arising from this Agreement shall not exceed the fees paid by Customer to Service Provider under this Agreement during the six (6) months preceding the claim.

9. Insurance

10. Regulatory Compliance

The parties shall comply with all applicable telecommunications, privacy and public safety laws and regulations. Customer is responsible for lawful use of the Services and for any regulatory filings or fees attributable to Customer's use of telephone numbers or telecommunications services.

11. Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

12. Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below or to such other address as either party may designate by notice in accordance with this Section.

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