Business Equipment Upgrade Agreement

Business Equipment Upgrade Agreement

This Business Equipment Upgrade Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client operates a business requiring certain equipment and desires to upgrade or replace specified equipment to improve operations; and

WHEREAS, Provider represents that it has the expertise, personnel, and capacity to perform the upgrade services and to supply upgraded equipment in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the upgrade and Client will pay for such services and equipment.

SCOPE OF WORK

Provider shall perform the equipment upgrade, installation, testing, and commissioning described below. Provider shall supply labor, materials, software updates, and any warranties explicitly stated in this Agreement. Client shall provide reasonable access to premises and power and services as required for completion.

PAYMENT TERMS

Client shall pay Provider for the upgrade services and equipment in accordance with the following terms. All references to amounts are in the currency indicated by the parties.

Provider shall invoice Client as specified in the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices are due within thirty (30) days of invoice date. In addition to the Late Payment Fee above, Provider reserves the right to suspend work for overdue balances after providing seven (7) days' written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: or until completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Provider may terminate immediately upon written notice if Client fails to pay undisputed fees when due. Termination shall not relieve Client of its obligation to pay for work performed and non‑cancelable commitments incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including technical data, trade secrets, business plans, pricing, and customer information. The receiving party shall (a) protect Confidential Information with 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 obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek a protective order.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner and that equipment provided will be free from defects in materials and workmanship for the period specified in any written warranty accompanying the equipment. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

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 dispute arising out of this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. 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 sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, to the addresses set forth above or such other address as either party may specify in writing.

Sign Now