Verizon Service Contract

VERIZON SERVICE CONTRACT

Parties and Effective Date

This Service Contract (the "Agreement") is entered into as of Effective Date:

WHEREAS

WHEREAS, Service Provider is in the business of providing telecommunications, data, network and related services; and

WHEREAS, Client desires to engage Service Provider to provide the services described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

Scope of Work

Service Provider shall provide the telecommunications and related services as detailed below. The parties agree that the specific deliverables, service levels, and acceptance criteria are as described in the Scope of Work field.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services. All fees are exclusive of taxes unless expressly stated otherwise and are due in accordance with the payment schedule.

Invoices are due and payable within the period specified in the Payment Schedule. Failure to pay amounts when due constitutes an Event of Default and entitles Service Provider to suspend services, assess late fees, and recover costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing the other party written notice as specified in the Termination Notice Period. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice of the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to any third party except as permitted herein.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The obligations set forth in this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Data

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider retains all right, title and interest in proprietary software, tools, and documentation used to deliver the services. To the extent Client provides data to Service Provider, Client grants Service Provider a non-exclusive, limited license to use such data solely to perform the services under this Agreement.

Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement, or to such other address as a party designates by written notice. Notices shall be effective upon delivery when delivered personally, by certified mail, or by nationally recognized overnight courier.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach. Headings are for convenience only and shall not affect interpretation.

Authorized Contacts for Performance and Billing

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