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Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

RECITALS:

A. [PARTY A] provides telecommunications services identified on Exhibit A attached hereto and incorporated herein by this reference and

B. [PARTY B] desires to purchase, upon the terms and conditions set forth in this Agreement, telecommunications services from [PARTY A].

The parties agree to the terms of this agreement

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

This amendment (the "Amendment") to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Software Integration Agreement

This Software Integration Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME], with its principal place of business at [PARTY A ADDRESS], and [PARTY B NAME], with its principal place of business at [PARTY B ADDRESS].

 Carrier Services. The Purchaser agrees to purchase from the Supplier and the Supplier agrees to supply to the Purchaser, the Equipment related Services, Spare Parts, and Documentation as set out in Annex 1 [Price Schedule].

 Carrier Services. [PARTY A], either directly or through its affiliates or underlying carriers, shall provide the Services, and Customer shall purchase and utilize the Services per the terms and conditions of this Agreement. The Parties may, by mutual agreement, add and incorporate additional services by executing additional Attachment(s) and incorporating them herein.

License Grant. [PARTY A] grants to [PARTY B] a limited, non-transferable, royalty-free license to use the Software in accordance with the terms of this agreement.

1.1. Grant of License. We grant you a limited, nonexclusive license [royalty-free], [non-transferable], [non-sub licensable], [non-commercial], and [non-assignable] to use the [software]:

(a) solely in executable or [object code] [machine-readable] form,

(b) on a single computer [on a single server] [on up to the number of computers or servers as authorized in this Agreement], and

(c) for your personal and non-commercial use.

1. Restricted Uses

1.1. No Distribution, etc. The [PARTYB] may not distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

1.2. No Third Party Access. The [PARTYB] may not sell, license, or grant any access to or use of the Software to any third party.

1.3. No Time-Sharing. The [PARTYB] may not use or access the Software for any commercial time-sharing, rental, or service bureau purposes.

1.4. No Modification. The [PARTYB] may not modify, alter, or create any derivative works of the Software.

1.5. No Reverse Engineering. The [PARTYB] may not reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

1.6. No Copies. The [PARTYB] may not make or permit the making of copies of

(a) the Software other than as necessary for installation, back-up, archival, or disaster recovery purposes, or

(b) the Documentation, other than a reasonable number of copies for training purposes.

1.7. No Derivative Works. The [PARTYB] may not create or permit the creation of derivative works from the Software.

1.8. Proprietary Notices. The [PARTYB] may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

1.9. No Copyright Violations. The [PARTYB] may not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

1.10. Dangerous Use. The Software is not in intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment in which failure of the Software could lead to death, personal injury, or severe physical or environmental damage.

Restricted Uses. [PARTY B] will not:

distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

modify, alter, or create any derivative works of the Software.

reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

1. Payments

1.1. Payment Terms. Payments are due and payable in full within [30] days after the date of the [invoice] [Product shipment].

1.2. Payment Net of Taxes. The fees do not include any taxes, import or export fees, duties, or similar charges, all of which are [payee]'s responsibility.

1.3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

1.4. No Refunds. The fees are non-refundable. 

1.5. Collection Enforcement. The [payee] will be liable for all legal and other expenses associated with collecting any overdue fees.

1. Payments

1.1. Payment Terms. Payments are due and payable in full within [30] days after the date of the [invoice] [Product shipment].

1.2. Payment Net of Taxes. The fees do not include any taxes, import or export fees, duties, or similar charges, all of which are [payee]'s responsibility.

1.3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

Payment

Payment Terms. Payments are due in full within [30] Business Days after the date of the [invoice / Product shipment].

Payment Does Not Include Taxes or Other Fees. The [Fees] do not include any taxes, import or export fees, duties, or similar charges, all of which are [PARTY B]'s responsibility.

Payment Obligations

 Invoices[PARTY A] shall invoice [PARTY B] monthly for all fees and other amounts that [PARTY B] owes under this agreement. [PARTY B] shall pay the invoice amounts within [30] days of the invoice date.

Payment Net of Taxes. All payments owed by [PARTY B] are exclusive of taxes. [PARTY B] shall pay, and [PARTY A] shall collect and remit, any taxes payable.

Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

1.  Payment Obligations

1.1. Invoices. The Service Provider shall invoice the Client monthly for all fees and other amounts that the Client owes under this agreement. The Client shall pay the invoice amounts within [30] days of the invoice date.

1.2. Client's Right of Set-off. The Client may set off against the Fees or any other amounts payable under this agreement, on a dollar-for-dollar basis, any amount owing by the Service Provider, but only if the Client provides the Service Provider with reasonable prior Notice of its intention to do so, together with an explanation of the basis upon which it is exercising its right. Any exercise of this right of set-off will correspondingly reduce the amount that the Client owes to the Service Provider.

1.3. Payment Net of Taxes. All payments owed by the Client are exclusive of taxes. The Client shall pay, and the Service Provider shall collect and remit, any taxes payable.

1.4. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

Term. This agreement begins on [EFFECTIVE DATE], and will continue until terminated.

Term. This agreement begins on [EFFECTIVE DATE] and will continue until [TERMINATION CONDITION OR EVENT], unless terminated earlier.

Term

Initial Term. The "Initial Term" of this agreement begins on [EFFECTIVE DATE] and will continue for [TERM YEARS] years, unless terminated earlier.

Renewal Term. Following the Initial Term, the [PARTY B] may renew this agreement for successive "Renewal Terms" of [RENEWAL YEARS] length, unless terminated earlier, by giving the [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] business days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The "Initial Term" of this agreement will begin on [EFFECTIVE DATE] and continue for [TERM MONTHS] months, unless terminated earlier.

Renewal Terms

Following the Initial Term. At the expiration of the Initial Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM] months length ("Renewal Term"), unless terminated earlier.

Following a Renewal Term. At the expiration of the then current Renewal Term, this agreement will automatically renew for a another Renewal Term, unless terminated earlier.

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then current Renewal Term.

 Term. The term of this agreement begins on [EFFECTIVE DATE], and will continue for [TERM YEARS] years, unless terminated earlier ("Term").

No Warranty

"As-Is". The Software is provided "as is" with all faults, defects, and errors.

No Warranties. Licensor does not warrant that the Software is free of bugs, errors, viruses or other defects [or that the associated documentation is accurate].

No Liability. Licensor shall have no liability of any kind for the use of, or inability to use, the Software, or any associated content or service.

Warranty Disclaimer. Licensor disclaims to the [fullest] extent authorized by law any and all [other] warranties, whether express or implied, including, without limitation, any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

No Warranty

"As-Is". The Service is provided "as is," with all faults, defects and errors, and without warranty of any kind.

No Liability. [PARTY A] does not warrant that the Service will be free of bugs, errors, viruses or other defects, and [PARTY A] shall have no liability of any kind for the use of or inability to use the Service content or any associated content. 

No Warranty

"As-Is". The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind.

No Liability. Licensor does not warrant that the Software will be free of bugs, errors, viruses or other defects, and Licensor shall have no liability of any kind for the use of or inability to use the software, the software content or any associated service.

1. User Content

1.1. Content Ownership. You retain all ownership rights to content uploaded to Site.

1.2. Content License. By submitting content to Site, you grant the Company a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Site and the Company's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.

1. Third Party Content. Through the Site, you will have the ability to access and/or use content provided by third parties. The Company cannot guarantee that such third party content will be free of material you may find objectionable or otherwise. The Company disclaims any responsibility or liability related to your access or use of any third party content.

Confidentiality

Confidentiality Obligations. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidentiality

Confidentiality Obligations. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information that the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

as permitted by this agreement; or

as required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

 Non-Disclosure of Agreement and Purpose. Neither party may disclose to any third-party the existence of this agreement[, the Transaction, or the Purpose,] without prior written consent of the other party.

Confidentiality Obligations

Non-Disclosure of Transaction, Agreement, and Purpose. Neither party may disclose to any third  party the existence of this agreement, the Transaction, or the Purpose, without written consent of the other party.

Confidential Information

Hold Confidential Information in Confidence. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Confidential Information Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure of Confidential Information. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

permitted by this agreement; or

required by Law.

Notice on Disclosure of Confidential Information. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

Compliance with Laws. Each party shall:

comply with all applicable laws [relating to [SUBJECT MATTER OF AGREEMENT]];

keep records evidencing its compliance; and

on the other party's reasonable request, provide them to the other party.

Compliance with Laws. [PARTY B] shall:

comply with all applicable laws [relating to [SUBJECT MATTER OF AGREEMENT]];

keep records evidencing its compliance; and

on [PARTY A]'s reasonable request, provide them to [PARTY A].

Compliance with Law

Compliance and Reporting. [PARTY B] shall:

comply with all applicable laws [relating to [SUBJECT MATTER OF AGREEMENT]];

keep records evidencing its compliance; and

at [PARTY A]'s reasonable request, provide such records to [PARTY A].

Safety Requirements. [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements and other policies and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this agreement.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination Because of Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination Because of Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] of payments owed under this agreement.

Termination Because of Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, on the other party's failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination Because of Change of Control. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS PRECEDENT ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

 Suspension of Service for Non-Payment. [PARTY A] may suspend delivery of the Service if [PARTY B] fails to timely pay any [undisputed] fee due to the [PARTY A] under this agreement, but only after (i) [PARTY A] notifies the [PARTY B] of such failure and (ii) such failure continues for [30] days or more after the payment due date. Suspension of the Service will not release [PARTY B] of its payment obligations under this agreement. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from the [PARTY B]'s nonpayment

Suspension of Service

Suspension for Non-Payment. [PARTY A] may suspend delivery of the Service if [PARTY B] fails to timely pay any [undisputed] fee due to the [PARTY A] under this agreement, but only after (i) [PARTY A] notifies the [PARTY B] of such failure and (ii) such failure continues for [30] days or more after the payment due date. Suspension of the Service will not release [PARTY B] of its payment obligations under this agreement. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from the [PARTY B]'s nonpayment

Suspension for Ongoing Harm. [PARTY A] may suspend delivery of the Service, upon notification to [PARTY B], if [PARTY A] reasonably concludes that [PARTY B]'s use of the Service is causing immediate and ongoing harm to [PARTY A] or any third party. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to any such suspension of the Service. 

 Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall refund to [PARTY B] any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. [PARTY B] will immediately pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall cease all use of the Service upon the effective date of the termination.

Recovery of Your Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep, after which time [PARTY B] will have no further access to the Service.

Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall immediately pay to [PARTY B] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Return of Property. Upon termination or expiration of this agreement, [PARTY B] shall return to [PARTY A] all [PARTY A] property, both originals and copies, under its direct or indirect control.

 Indemnification and Notification

Indemnity[PARTY B] shall indemnify, defend and hold harmless [PARTY A] and its collaborators, suppliers and licensors, and their officers, directors, agents and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with [PARTY B]'s:

access to or use of the Service or third party content and services;

breach of this agreement;

violation of law;

negligence or willful misconduct; or

violation of the rights of a third party.

Notification of Claim. [PARTY B] will promptly notify [PARTY A] in writing of any third-party claim arising out of or in connection with [PARTY B]'s access to or use of the Service.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrators(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages].

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

General Provisions

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

1.1.Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is

(a) beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement, and

(c) could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

1.1. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights. 

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

 Independent Contractor Status

Status. The parties are independent contractors. Nothing contained in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. Neither party has authority to, and shall not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Overview

A Carrier Service Agreement is an agreement between a telecommunications provider and a customer. The agreements may cover a wide range of circumstances from the provision of communications services (making the agreement closer in form to a Subscription Agreement) or the provision of communications equipment (making the agreement closer in form to a Supply Agreement).