Business Document CradlePoint

BUSINESS DOCUMENT CRADLEPOINT

This Business Document CradlePoint Agreement ("Agreement") is entered into as of , (the "Effective Date"), by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client seeks to engage Provider to perform certain professional services related to CradlePoint hardware, software configuration, integration, and ongoing technical support as further described below; and

WHEREAS, Provider represents that it has the requisite experience, personnel, and resources to perform the services in a commercially reasonable and workmanlike manner in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of those services.

SCOPE OF WORK

Provider shall supply all labor, materials, equipment, and supervision necessary to perform the Scope of Services. Any change to the Scope of Services must be memorialized in a written Change Order signed by authorized representatives of both parties, which will include any adjustment to fees and schedule.

PAYMENT TERMS

Unless otherwise expressly stated in the Payment Schedule, Client shall pay Provider within thirty (30) days of receipt of an undisputed invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Provider may suspend performance for Client's failure to pay undisputed amounts thirty (30) days after written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, product designs, and customer information. The Receiving Party shall (a) use Confidential Information solely for the purposes of performing obligations under this Agreement, (b) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with reasonable care, but in no event less than a reasonable standard of care.

The obligations of confidentiality do not apply to information that: (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation to the Disclosing Party; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party (to the extent lawful) and cooperates in any effort to seek confidential treatment.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

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 laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any duly executed Change Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, understandings, and agreements, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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 or equity.

Independent Contractors: The parties are independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

PARTY CONTACT INFORMATION

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