Business Equipment EPSON

BUSINESS EQUIPMENT AGREEMENT — EPSON

This Business Equipment Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider is engaged in the sale, lease, and support of business equipment including EPSON-branded printers, scanners, and associated hardware, and represents that it is authorized to supply the equipment identified in this Agreement; and

WHEREAS, Client desires to purchase, lease, or otherwise obtain from Provider certain EPSON equipment and related services, as described in the Scope of Work, and Provider agrees to provide such equipment and services on the terms and conditions set forth herein.

SCOPE OF WORK

Provider shall supply the equipment, installation, configuration, and any optional services set forth below. Equipment must be EPSON-branded and conform to the specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for the Equipment and Services as follows. All amounts are stated in the currency specified in this Agreement and are exclusive of taxes unless otherwise stated.

Invoices are due and payable within days of invoice issuance. Overdue amounts shall bear interest equal to % per month (or the maximum permitted by law, if lower) from the date due until paid.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided herein, continues until (the Term).

Either party may terminate this Agreement for convenience upon days' prior written notice. Provider may suspend performance or terminate immediately for nonpayment by Client or material breach that remains uncured for a period of ten (10) days following written notice. Termination does not relieve Client of its obligation to pay for Equipment delivered and Services performed prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including pricing, technical specifications, customer lists, and business plans. Each receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, already in the receiving party's possession without obligation of confidentiality, independently developed by the receiving party, or rightfully obtained from a third party without restriction. The obligations in this section survive termination for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secrets.

WARRANTY; ACCEPTANCE

Provider warrants that, for a period specified in Provider's standard EPSON warranty applicable to the equipment delivered, the equipment will conform to applicable specifications in material respects. Client must inspect equipment upon delivery and shall notify Provider in writing of any nonconformity within ten (10) days of delivery. Provider's sole obligation for breach of warranty shall be repair or replacement at Provider's option, or refund of the purchase price for the nonconforming Equipment. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

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