Business Equipment Document

BUSINESS EQUIPMENT DOCUMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client desires to acquire certain equipment for business purposes and Provider is engaged in the business of supplying, leasing, or selling such equipment; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will furnish, maintain, and, where applicable, transfer ownership of the equipment described in this Agreement for consideration as set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work and Equipment

Provider shall provide the equipment, installation, testing and any associated services described below. Provider's obligations are limited to the specific equipment and services set forth in the Equipment Schedule and Scope description.

Equipment Schedule

Complete the following for each major piece of equipment supplied under this Agreement.

Payment Terms

Client shall pay Provider the amounts set forth below in consideration for the equipment and services. All payments are due as provided in this section. Unless otherwise set forth, amounts are payable in lawful currency of the United States.

Payments not received within the time specified are subject to the late fee stated above. Client shall also be responsible for reasonable costs of collection, including attorneys' fees, if Provider enforces payment through legal means.

Term and Termination

This Agreement commences on the Start Date and, unless terminated earlier in accordance with this Agreement, expires on the End Date.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to confidential information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as required by law or as necessary to perform this Agreement; and (c) use Confidential Information solely for the purposes of performing its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, unless a longer period is required by law.

Title, Risk of Loss, Maintenance and Insurance

Title to equipment shall pass as specified in the Equipment Schedule. Unless otherwise agreed in writing, risk of loss passes to Client upon delivery and installation at Client's site. Client shall, at its expense, maintain equipment in good operating condition and obtain and maintain insurance covering loss, theft, and casualty in an amount not less than the replacement value. Provider may require proof of insurance upon reasonable request.

Representations, Warranties and Disclaimer

Provider represents that it has the authority to enter this Agreement and to supply the equipment described. Provider warrants that during the warranty period stated in the Equipment Schedule it will repair or replace defects in materials or workmanship. Except as expressly provided, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. Any warranties provided are exclusive and in lieu of all other remedies.

Indemnity and Limitation of Liability

Each party shall indemnify and hold harmless the other from claims arising out of its negligent acts or willful misconduct. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, or special damages, and liability shall be capped at the total amounts paid under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices are effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties below, without regard to that state's conflict of laws principles.

Entire Agreement; Amendment; Severability

This Agreement, including the Equipment Schedule and any attachments, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. This Agreement may be amended only by a written instrument signed by both parties. If any provision is held unenforceable, the remainder of the Agreement remains in full force and effect.

Execution

This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument. Electronic or facsimile signatures shall have the same force and effect as original signatures.

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