Business Equipment Purchase Agreement

Business Equipment Purchase Agreement

This Business Equipment Purchase Agreement (the "Agreement") is entered into as of Effective Date: by and between Seller Name: and Buyer Name: .

Parties and Contact Information

Recitals

WHEREAS, Seller is the lawful owner of certain business equipment and related accessories listed below and described in further detail in the Scope of Work and Equipment Schedule; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the equipment identified herein upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full and complete terms and conditions of the purchase and sale of the equipment.

Equipment Schedule

List each item to be sold. Include make/model, serial number, quantity, and unit price. If additional space is required, attach a signed schedule labeled "Schedule A: Equipment." The parties represent that all information below is true and complete.

Scope of Work

Seller agrees to sell and transfer, and Buyer agrees to purchase and accept delivery of, the equipment described above in accordance with the terms set forth in this Scope of Work and the Agreement.

Payment Terms

The total purchase price for the equipment (the "Purchase Price") is .

Late payments shall accrue interest at a rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less.

Title, Risk of Loss and Inspection

Title to the equipment shall transfer to Buyer upon Seller's receipt of the full Purchase Price, unless otherwise agreed in writing. Risk of loss or damage to the equipment shall pass to Buyer upon delivery to Buyer's designated location, subject to the parties' express written delivery and installation terms.

Buyer shall have a reasonable period of inspection following delivery, not to exceed days, to identify defects or nonconformity. If Buyer fails to notify Seller of defects within that period, Buyer shall be deemed to have accepted the equipment.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days' written notice. In addition, either party may terminate for convenience upon days' prior written notice to the other party.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other 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. Each party shall (i) protect Confidential Information of the other party with the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (ii) not use Confidential Information other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent.

The obligations set forth in this Confidentiality section shall continue for a period of years following termination or expiration of this Agreement.

Representations and Warranties

Seller represents and warrants that (a) it has good and marketable title to the equipment and the right to sell the same free of any liens or encumbrances, except as expressly disclosed in writing to Buyer prior to execution of this Agreement; (b) to Seller's knowledge the equipment is in the condition described in the Scope of Work; and (c) Seller has full authority to enter into and perform this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EQUIPMENT IS SOLD "AS IS, WHERE IS" AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses and expenses arising out of its negligence, willful misconduct, or breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any schedules or addenda executed by the parties, constitutes the entire agreement between Seller and Buyer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section. Notice shall be deemed given upon personal delivery, upon delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement to an affiliate or in connection with a sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement, have had an opportunity to consult with counsel, and agree that this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

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