Appliance Add-on Agreement

APPLIANCE ADD-ON AGREEMENT

This Appliance Add-on Agreement (Agreement) is entered into as of Date: by and between:

RECITALS

WHEREAS, Client desires to procure certain additional appliances and related installation or integration services to be attached or added to Client's premises and/or existing equipment; and

WHEREAS, Provider is engaged in the business of supplying, installing and configuring appliances and ancillary services and represents that it has the capacity and expertise to provide the goods and services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall supply and perform the add-on services for the appliances described below and in the attached specifications. Provider will perform work in a good and workmanlike manner in accordance with industry standards and applicable codes.

ITEMIZED APPLIANCES

Enter each appliance to be added, including make, model, serial number and add-on price. Parties may attach additional sheets if necessary; any attached schedule is incorporated into this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees specified below in exchange for the appliances and services. All amounts are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest at the rate of on outstanding amounts, or the maximum rate permitted by law, whichever is lower. Provider may suspend performance for nonpayment after providing written notice in accordance with the Notice provisions below.

TERM AND TERMINATION

This Agreement begins on Start Date: and will remain in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, Client may terminate for convenience upon days' prior written notice, subject to payment for work performed and non-cancellable costs incurred.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall (i) maintain Confidential Information in strict confidence, (ii) use Confidential Information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Confidential obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party at time of disclosure; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any schedules and attachments, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

Limitation of Liability: Except for liability arising from a party's gross negligence or willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and liability for direct damages shall be limited to the total fees paid by Client under this Agreement for the specific appliance or service giving rise to the claim.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice in accordance with this provision. Notices shall be deemed given upon personal delivery, confirmed electronic delivery to the recipient's designated contact, or three days after deposit in the mail if sent by certified mail, return receipt requested.

SIGNATURES

Sign Now