After-Sale Agreement

After-Sale Agreement

This After-Sale Agreement (the Agreement) is entered into as of Effective Date: by and between:

Seller Name:    Seller Address:

Buyer Name:    Buyer Address:

Recitals

WHEREAS, Seller and Buyer completed a sale of goods or services (the Sale) prior to the Effective Date and now wish to set forth post-sale obligations, warranty handling, support, and any further consideration related to that Sale;

WHEREAS, Buyer requires certain after-sale services including but not limited to warranty performance, repair, maintenance, training, and product updates as described in this Agreement; and

WHEREAS, Seller is willing to provide such after-sale services under the terms and conditions set forth herein.

Scope of Work

The services to be provided include, without limitation, on-site or remote technical support, parts replacement, firmware or software updates, preventative maintenance, training of personnel, and any warranty repairs specified in the original Sale. Seller will perform services in a commercially reasonable manner and in accordance with industry standards.

Payment Terms

Invoices will be issued in accordance with the Payment Schedule. Buyer shall pay undisputed amounts within days of receipt of invoice. All payments are payable in United States dollars unless otherwise agreed in writing.

If Buyer fails to make any undisputed payment when due, Buyer shall pay the stated Late Fee and interest at the above rate on the overdue amount from the due date until paid. Buyer is responsible for all reasonable collection costs, including attorneys' fees, incurred by Seller in collecting past-due amounts.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. In addition, either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Buyer shall pay Seller for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, payment of accrued amounts, and governing law shall survive termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes technical data, business information, pricing, customer lists, software and designs.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) was in the recipient's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of this Agreement.

Representations, Warranties and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Seller warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notice is effective upon receipt.

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