Voice Services Agreement

VOICE SERVICES AGREEMENT

Parties and Effective Date

This Voice Services Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to supply voice communications services, including call termination, origination, trunking, number porting, and related support (collectively, "Services"); and

WHEREAS, Service Provider represents that it is duly authorized and possesses the necessary technical capacity and regulatory authority, as applicable, to provide the Services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, use, and payment for the Services on the terms set forth herein.

Scope of Work

Service Provider shall deliver the Services described below. Services shall include provisioning, configuration, ongoing monitoring, and technical support in accordance with the service specifications set forth in this Section and any attachments incorporated by reference.

Payment Terms

Client shall pay Service Provider for the Services as follows. Fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, payments are non-refundable.

Invoices are due within days of invoice date. Disputed amounts must be notified in writing within 15 days of receipt of invoice and will not excuse timely payment of undisputed amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in confidence and not disclose to any third party any nonpublic information provided by the other party (the "Discloser") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) is known to Recipient prior to disclosure as shown by written records, (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is required to be disclosed by law or order of a court or regulatory authority, provided Recipient gives prompt notice to Discloser and cooperates in any lawful effort to limit disclosure.

Service Levels and Remedies

Service Provider will use commercially reasonable efforts to meet the service levels agreed in the Scope of Work. In the event of a material failure to meet such service levels, Client's sole and exclusive remedy shall be as set forth in the Scope of Work or, absent an express remedy, a pro rata credit for the period of non-conformance, provided that Client notifies Service Provider in writing and affords a reasonable opportunity to cure.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct, gross negligence, or infringement of third-party rights, in no event shall either party be liable for consequential, incidental, indirect, special, or punitive damages. Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct, subject to the indemnifying party's right to assume defense where permitted.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement 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 listed above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, two days after deposit with a nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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