Business Equipment Computers

GENERAL BUSINESS AGREEMENT — BUSINESS EQUIPMENT COMPUTERS

Effective Date:

Parties

Recitals

WHEREAS, Provider designs, supplies, configures and services computer equipment and related peripherals for business use; and

WHEREAS, Client desires to purchase, lease or otherwise retain Provider to deliver, install and (where applicable) maintain certain computer equipment described in this Agreement pursuant to the terms and conditions set forth herein;

WHEREAS, the parties intend to define their respective rights and obligations with respect to the supply, installation, acceptance, payment and ongoing support of the equipment.

Scope of Work

Provider shall supply, prepare, deliver, install, configure and test the computer equipment and perform associated services as described in the Equipment Schedule below and as further specified in the scope provisions. Services shall include hardware delivery, on-site installation (if selected), initial configuration, basic system testing, and handover documentation. Provider shall coordinate with Client IT contacts for installation times and site access.

Equipment Schedule

List each piece of computer equipment to be provided. Provide model, serial number, quantity and unit price. Attach additional sheets if necessary.

If additional equipment is provided, attach a separate schedule that is incorporated into this Agreement by reference.

Payment Terms

Total Contract Amount: $

Deposit Amount (if any): $

Payment Terms: Unless otherwise stated, invoices are due within days from invoice date. Client shall pay undisputed amounts in full by the due date.

Late Payment Fee: Past due amounts accrue interest at % per month or the maximum rate permitted by law, plus all collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated under this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured after fifteen (15) days' written notice, or immediately for insolvency, bankruptcy filing, or appointment of a receiver.

Upon termination, Client shall pay Provider for all equipment delivered and services performed through the termination date. Client shall return any rented or loaned equipment in accordance with Provider's instructions; Client remains responsible for loss, damage, and unpaid amounts.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose or use for any purpose other than performance of this Agreement any non-public information disclosed by the other party (Discloser) 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 does not include information that (i) is or becomes publicly known through no breach by Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's confidential information.

Recipient shall protect Discloser's confidential information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care. Recipient may disclose confidential information to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations. Breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate; accordingly, Discloser shall be entitled to injunctive relief in addition to any other remedies.

Warranties and Limitation of Liability

Provider warrants that equipment delivered under this Agreement shall be free from material defects in materials and workmanship for the manufacturer's standard warranty period unless otherwise stated in writing. Provider's sole obligation under this warranty shall be, at Provider's option, repair or replacement of defective equipment or refund of the purchase price for such equipment. EXCEPT AS EXPRESSLY SET FORTH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to control the defense and settlement, provided that no settlement admitting fault or imposing obligations may be entered without the indemnified party's consent.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state, and the parties consent to personal jurisdiction and venue therein.

Entire Agreement; Amendment

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

Miscellaneous

Neither party may assign 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 all or substantially all of its business. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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