Fill and Sign the 20151014doc Okiwi Specificationissue Dmanualzzcom Form

-1- § 3.16 Form: Checklist for Hardware Purchase Agreement 1. Identification of hardware system a. Equipment or performance specifications b. Equipment documentation 2. Price and payment terms a. Schedule of payments b. Payment linked to acceptance testing of hardware c. Payments linked to acceptance of necessary software d. Most favored nation clause 3. Title to equipment a. Transfer of title upon shipment b. Risk of loss during shipment c. Vendor retains security interest in hardware pending payment in full d. User agrees to execute necessary security documents 4. Insurance during shipment a. User required to acquire insurance b. Vendor obtains insurance at user's expense 5. Environment a. Vendor specifies requirements for equipment environment b. User, at its own expense, prepares site for equipment c. Vendor inspects user environment d. Requirement that environment be prepared to specifications prior to installation 6. Installation a. Performed by vendor with or without charge b. Performed by user c. Payment due upon installation 7. Acceptance procedure a. Use of vendor's standard acceptance test b. Use of jointly developed acceptance test c. Unlimited right of user to test equipment for a defined period 8. Training a. Scope and amount of training b. Qualifications of instructors c. Location of training sessions d. Restrictions on numbers of trainees 9. Warranty a. Repair or replace equipment b. Term of warranty -2- c. Warranty commences upon passing vendor's standard test procedures d. Express warranty to conform to vendor's published specifications e. Warranty that equipment is free of defects in material and workmanship when delivered f. Express warranty as to equipment capacity or reliability g. Disclaimers of implied warranties of merchantability and fitness for a particular purpose h. Equipment qualifies as new equipment for investment tax credit 10. Limitations of Liability a. Disclaimer as to lost profits, incidental, special or consequential damages b. Disclaimer as to damages caused by delays in delivery c. Limitation of total damages recoverable, i.e., to purchase price of equipment d. Time restrictions in bringing an action 11. Security interest a. Vendor retains security interest in equipment b. User agrees to execute security documents for U.C.C. filings c. User authorizes vendor to file security documents d. Upon defaults or bankruptcy vendor can exercise rights under U.C.C. e. Right to enter user's premises to remove equipment upon default 12. Indemnity a. Vendor shall defend any suit based on infringement of any existing U.S. patent, copyright or trade secret b. User notifies vendor of claim c. Vendor indemnity as to any damages d. Vendor right to control litigation e. User cooperation in defense of litigation f. Vendor right to replace infringing equipment or refund a portion of amount paid g. Exclusion as to infringement based on use of equipment in combination with foreign equipment h. Pass through of warranties from sub-vendors 13. Performance schedule a. Deadlines for equipment deliveries, by subsystem b. Hardware acceptance tied to software acceptance c. Grace periods and effect of delays d. Penalties or liquidated damages 14. Documentation -3- a. Number of copies of manuals provided b. Right to reproduce documentation 15. Maintenance a. Vendor to supply maintenance or provide services of third party b. Vendor to limit maintenance price increases c. Vendor to provide remedial or preventive maintenance d. Vendor to assure prompt response times e. Maintenance to be provided during all shifts which use equipment f. Vendor to provide maintenance for an extended term e.g. five years 16. Backup availability if equipment is down for extended period 17. User right to termination or damages if vendor fails to deliver equipment timely e.g. within 120 days of scheduled delivery 18. Assignment of contract by vendor prohibited 19. Force Majeure clause 20. Attorney's fees to vendor or either party in the event of legal action 21. Governing law designated 22. Integration clause 23. Arbitration clause 24. Consent to suit in specified court