VoIP Service Agreement

VOIP SERVICE AGREEMENT

Recitals

WHEREAS, Provider Name: is engaged in the business of providing voice-over-IP telecommunications and related services; and

WHEREAS, Client Name: desires to procure certain VoIP services from Provider on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows with an Effective Date of .

Scope of Services

Provider will deliver the telecommunications services described in this Agreement including, but not limited to, SIP trunking, hosted PBX features, inbound and outbound call routing, DID provisioning, number porting assistance, E911 configuration, call detail records, technical support, and routine maintenance. Provider will provision services consistent with industry practices and the technical specifications agreed by the parties.

Service Levels and Support

Provider shall use commercially reasonable efforts to maintain network availability. Target monthly uptime: . Scheduled maintenance windows will be communicated in advance and shall not exceed four (4) hours per calendar month unless otherwise agreed.

Support level: . Emergency support response target: .

Equipment and Provisioning

Client is responsible for acquiring and maintaining customer premises equipment (CPE) such as IP phones, routers, and switches unless Provider explicitly supplies equipment. Provider will configure equipment for service where access is provided. Shipping, installation, and configuration fees may apply as set forth below.

Payment Terms

Client shall pay Provider the fees set forth in this section for services and any agreed equipment. All fees are payable in U.S. Dollars unless otherwise agreed in writing.

Payments are due within days of invoice receipt. Late payments shall incur interest at per month or the maximum allowed by law, whichever is less. Client is responsible for all taxes, duties, and governmental fees related to the services, excluding taxes on Provider's net income.

Term and Termination

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

Either party may terminate for convenience upon prior written notice. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach, or immediately for violations involving illegal use of the service, fraud, or threats to network integrity.

Confidentiality

"Confidential Information" means non-public business, technical, customer, and operational information disclosed by one party to the other marked as confidential or that reasonably should be understood to be confidential. Receiving party will: (a) restrict disclosure to employees and representatives who have a need to know; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) apply reasonable security measures to protect Confidential Information. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party free of restriction. Upon termination, receiving party will return or destroy Confidential Information as requested.

Data Privacy and Security

Provider will maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Provider will promptly notify Client of any unauthorized access materially affecting Client Data and cooperate in mitigation. Client is responsible for lawful handling of personal data transmitted via the services and for providing any required notices or consents.

Liability; Indemnification

Except for breaches of confidentiality and violations of law, each party's aggregate liability for direct damages arising from or related to this Agreement shall be limited to the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, punitive, or lost profits damages. Client shall indemnify and hold Provider harmless from claims arising from Client's use of the service, including unlawful use, spam, or violations of numbering policies.

Notices

All notices must be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or email with confirmed receipt where permitted by the parties.

Governing Law; Dispute Resolution

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 shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with commercially reasonable arbitration procedures, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including any attachments and all statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. Force majeure shall excuse performance to the extent caused by events beyond a party's reasonable control.

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