Business Desktops Proposal

Business Desktops Proposal

Parties and Proposal Identification

Provider Name:    Provider Address:

Client Name:    Client Address:

Proposal Number:    Proposal Date:

Recitals

WHEREAS, Provider is engaged in the business of sourcing, configuring, and supplying business desktop computer systems, peripherals, and related services; and

WHEREAS, Client desires to procure from Provider certain desktop systems and related services under the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal, when executed by both parties, to constitute a binding agreement for the supply and purchase of the Equipment and Services described below.

Scope of Work

Provider shall supply, configure, and deliver the desktop computer systems, associated peripherals, and services described in the Itemized Equipment section below, and shall perform on-site setup and basic network configuration as required at Client premises identified above. Provider will use commercially reasonable efforts to deliver specified equipment and perform services in accordance with the schedule set forth in this Proposal.

Itemized Equipment and Pricing

The following describes unit pricing and quantities. Line totals reflect unit price multiplied by quantity. Final acceptance of models and component substitutions will be documented in a purchase order following execution of this Proposal.

Payment Terms

Client agrees to pay Provider the Total Due as specified above in accordance with the following schedule and conditions.

Late Payment: Any undisputed amount not received by Provider when due shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law), plus reasonable collection costs, including attorneys' fees.

Delivery and Acceptance

Delivery shall be FOB Client location unless otherwise specified. Client shall inspect equipment upon delivery and shall notify Provider in writing of any nonconformity within five (5) business days. Absent timely written notice, equipment shall be deemed accepted.

Term and Termination

This Proposal (the "Agreement") shall commence on the Start Date and continue until completion of the Scope of Work or the End Date, whichever occurs first, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Termination for convenience by Client requires payment for equipment delivered and services performed through the effective date of termination.

Confidentiality

Each party shall hold in strict confidence and not disclose to third parties any non-public proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"), except as required by law. Confidential Information shall not include information that is or becomes generally available to the public other than through breach of this Agreement, or that is rightfully received from a third party without restriction. Receiving party shall use Confidential Information solely for performance of this Agreement.

Warranties and Limitations

Provider warrants that equipment will be free from defects in materials and workmanship for the standard manufacturer's warranty period. Provider's sole obligation under such warranty shall be repair or replacement of defective components, at Provider's option. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, and except for Client's payment obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and each party's aggregate liability shall not exceed the amounts paid or payable by Client under this Proposal.

Governing Law

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

Entire Agreement

This Proposal, together with any attachments and the accompanying purchase order referencing this Proposal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, Client acknowledges receipt of this Proposal, agrees to the terms and conditions set forth herein, and authorizes Provider to proceed with performance subject to the payment terms herein.

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