Wireless Services Agreement

WIRELESS SERVICES AGREEMENT

This Wireless Services Agreement (the Agreement) is entered into as of Effective Date: by and between:

PARTIES

RECITALS

WHEREAS, Service Provider is engaged in the business of providing wireless communication services, network access, and related technical and operational support; and

WHEREAS, Client desires to obtain wireless services from Service Provider and Service Provider agrees to furnish such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the scope, compensation, operational responsibilities, confidentiality obligations, and dispute resolution procedures governing the wireless services to be provided.

SCOPE OF WORK

Service Provider shall provide wireless voice, data, and ancillary services (collectively, the Services) as described below. Services include provisioning of network connectivity, SIM provisioning (if applicable), ongoing network management, monitoring, and reasonable technical support as required to maintain the Services in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider compensation for the Services in accordance with the rates and schedule set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider may suspend Services for Client's failure to pay undisputed charges if payment is not received within Payment Schedule grace period following written notice. Client shall remain liable for all charges incurred through termination or suspension.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the proposed termination date.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach. Termination does not relieve Client of obligation to pay charges accrued through effective termination date, including early termination fees where applicable and agreed.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all nonpublic information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, technical data, network architecture, pricing, customer lists, and security measures.

Recipient shall not use Confidential Information for any purpose other than performing obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, agents, contractors, or legal advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Recipient shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of Recipient; (b) was in Recipient's lawful possession prior to disclosure and not subject to confidentiality obligations; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law or valid governmental order, provided Recipient gives Discloser prompt written notice and cooperates in any reasonable attempt to obtain a protective order.

The obligations under this section shall survive termination or expiration of this Agreement for a period of years.

LIMITATION OF LIABILITY

Except for claims arising from a party's breach of its confidentiality obligations or willful misconduct, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including loss of revenue or business interruption, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under or relating to this Agreement shall not exceed the amount paid or payable by Client to Service Provider under this Agreement for the six (6) months immediately preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

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

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets without Client consent, provided the assignee assumes Service Provider's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may specify by notice. Notice may be delivered by personal delivery, certified mail (return receipt requested), or commercial overnight courier.

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