Wireless Link Agreement

WIRELESS LINK AGREEMENT

RECITALS

This Wireless Link Agreement ("Agreement") is made and entered into as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS, Client requires establishment and operation of a dedicated wireless link between specified facilities to transport data traffic on the terms set forth herein; and

WHEREAS, Provider represents that it has the technical expertise, equipment and authorizations necessary to supply and maintain the wireless link and related services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provisioning, operation and maintenance of the wireless link.

SCOPE OF WORK

Provider shall design, install, commission and maintain a wireless point-to-point or point-to-multipoint link as described below. Provider's obligations shall include equipment procurement (if indicated), mounting, alignment, testing, and reasonable on-going maintenance to achieve the agreed service levels.

EQUIPMENT AND RESPONSIBILITIES

Provider supplies equipment: Yes    Client supplies power and site access: Yes

Provider shall retain title to Provider-provided equipment unless otherwise expressly transferred in writing. Client shall provide reasonable physical and network access for installation and maintenance.

SERVICE LEVELS AND MAINTENANCE

Target availability (uptime) for the active wireless link: . Mean time to repair (business hours): .

PAYMENT TERMS

Total Contract Amount: $

Late Payment Fee: on overdue balances. All amounts payable are exclusive of any taxes unless otherwise stated.

TERM AND TERMINATION

Commencement Date: . Expiration Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days written notice.

Upon termination, Client shall pay for all services rendered and equipment supplied up to the effective date of termination, and return Provider-owned equipment in good working order, subject to reasonable wear and tear.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (a) already in the receiving party's lawful possession, (b) publicly known through no wrongful act of the receiving party, (c) rightfully received from a third party without restriction, or (d) independently developed without use of confidential materials.

The receiving party shall not disclose Confidential Information except to its employees or contractors who need to know for performance of this Agreement and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality survive termination for a period of three (3) years.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in performance of this Agreement. The indemnifying party will control the defense and settlement of any claim, provided that any settlement that imposes an obligation on the other party requires that party's prior written consent, not to be unreasonably withheld.

EXCEPT FOR A PARTY'S INDEMNIFICATION FOR THIRD-PARTY CLAIMS OR A PARTY'S BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, war, riots, strikes, governmental action, or inability to obtain equipment or services. The affected party shall promptly notify the other and take commercially reasonable steps to resume performance.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor by operation of law.

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