Business Equipment Desktops and Monitors

Business Equipment Desktops and Monitors — General Business Agreement

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Supplier Name: and Client Name: .

WHEREAS

1. Supplier is engaged in the business of supplying, configuring, and servicing computer hardware and peripheral equipment, including desktop computers and monitors, and represents that it has the skill and capacity to provide such equipment in accordance with the terms of this Agreement.

2. Client desires to purchase and obtain delivery, installation and limited support for specified desktop computers and monitors, and Supplier desires to sell and deliver such equipment on the terms set forth below.

3. The parties intend that this Agreement set forth the entire agreement between them with respect to the purchase, delivery, installation, acceptance and support of the Equipment described herein.

SCOPE OF WORK / EQUIPMENT DESCRIPTION

Supplier shall supply, deliver, and, where indicated, install the equipment listed below (collectively, the "Equipment") in accordance with the Specifications and Schedule set forth in this Section. Supplier shall provide all labor, parts, packaging and documentation necessary for proper operation unless otherwise specified.

DELIVERY, INSTALLATION, AND ACCEPTANCE

Delivery Address:

Estimated Delivery Date:   Installation Required:

Client shall have Acceptance Period of days following delivery to inspect and either accept the Equipment or provide written notice of material defects. If no notice is received within the Acceptance Period, the Equipment shall be deemed accepted.

PAYMENT TERMS

Total Purchase Price (aggregate): $

Payment Schedule:

Invoicing: Supplier shall issue invoices in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt of a correct invoice, unless otherwise agreed in writing.

Late Payment: Overdue amounts shall bear interest at the lesser of (i) per month or (ii) the maximum rate allowed by applicable law, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Supplier to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

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 if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including specifications, pricing, system access information, customer data, and support credentials. Each party shall hold Confidential Information of the other in strict confidence, shall not disclose it to third parties except to its employees, agents or contractors on a need-to-know basis, and shall use Confidential Information solely for performance under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

WARRANTY; SUPPORT; RISK OF LOSS

Supplier warrants that, for a period of months from the date of acceptance, the Equipment will be free from material defects in materials and workmanship under normal use. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective Equipment or refund of the purchase price for the defective Equipment. This warranty does not cover damage due to misuse, unauthorized modification, accident, or normal wear and tear.

Support Terms (brief):

Risk of Loss: Title and risk of loss for Equipment shall pass to Client upon delivery and Client's written acceptance or deemed acceptance in accordance with this Agreement, unless otherwise agreed in writing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; ENTIRE AGREEMENT

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 laws principles.

Entire Agreement: This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses provided by the parties below.

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