Business Equipment Monitors Template

Business Equipment Monitors Agreement

This Business Equipment Monitors Agreement (the Agreement) is entered into between Provider Name: (Provider) and Client Name: on Effective Date: .

WHEREAS

WHEREAS, Provider installs, configures, and monitors electronic equipment and monitoring systems (the Equipment) used by businesses to collect operational and environmental data, and maintains technical personnel and infrastructure required to manage such systems; and

WHEREAS, Client desires Provider to supply, install, maintain, and monitor certain Equipment located at Client premises in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, term and termination rights, and other material contractual provisions governing the provision of monitoring services and related equipment support.

Scope of Work

Provider shall perform the monitoring, maintenance, and reporting services described below. Provider will install, configure, and commission Equipment, maintain ongoing monitoring services during the Term, provide alerts and reports as agreed, and perform corrective maintenance as set forth in this Agreement.

Equipment Inventory

The initial Equipment to be provided and monitored is listed below. Additional Equipment may be added by written amendment or purchase order signed by both parties.

Payment Terms

As consideration for Provider's performance, Client shall pay Provider the amounts and according to the schedule set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate of per month (or the maximum allowed by applicable law if lower). Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach of this Agreement by the other party if the breaching party fails to cure the breach within thirty (30) days after receiving written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and Equipment supplied through the effective date of termination and shall return or permit removal of Provider-owned Equipment in accordance with Provider's reasonable instructions.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public business, technical, financial and operational information disclosed by one party (Disclosing Party) to the other party (Receiving Party) in connection with the Agreement, including monitoring data, performance reports, and sensitive configuration details. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use the Confidential Information only for performance of its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care that it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors or affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the Receiving Party shall return or destroy Disclosing Party's Confidential Information and certify such return or destruction in writing.

Liability and Indemnification

Provider's liability for any claim arising out of or related to this Agreement shall be limited to direct damages and in no event exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) month period preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's wilful misconduct or gross negligence in connection with this Agreement.

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. Venue for any action arising under this Agreement shall lie exclusively in the state or federal courts located in that State.

Entire Agreement

This Agreement, including all attachments, exhibits and any written orders or purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether oral or written. Any amendment must be in writing and signed by both parties to be effective.

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 merger or sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties below.

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