Business Equippers Agreement

BUSINESS EQUIPPERS AGREEMENT

This Business Equippers Agreement (the Agreement) is entered into as of Month DD YYYY (Effective Date), by and between:

RECITALS

WHEREAS, Provider is in the business of supplying, installing, and maintaining business equipment and related services and has the skill, personnel, and resources to provide such equipment and services; and

WHEREAS, Client desires to engage Provider to supply, deliver and, where applicable, install and maintain equipment described in this Agreement for Client's business operations subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the provision, acceptance and payment for such equipment and services.

SCOPE OF WORK

Provider shall furnish equipment, materials, and perform work as described below. The description of equipment, specifications, delivery and installation obligations, acceptance testing, and warranty obligations shall be as set forth in the Scope of Work field. Provider will perform services in a commercially reasonable manner and in accordance with applicable industry standards.

PAYMENT TERMS

Client shall pay Provider for equipment and services as follows. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise set forth, invoices are due and payable within days of invoice date. Payment not received within such period shall accrue a late charge of % per month (or the maximum permitted by law), calculated daily and compounded monthly, in addition to Provider's costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Month DD YYYY and shall continue until Month DD YYYY , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or business information disclosed by one party (Discloser) to the other (Recipient), whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes pricing, equipment specifications, technical data, business plans, customer lists and trade secrets.

Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance of this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Discloser's Confidential Information, or (iv) is required to be disclosed by law or valid order of a court or governmental authority (provided Recipient gives prompt notice to Discloser to the extent permitted).

The obligations in this section shall survive termination of this Agreement for a period of years, or for such longer period as applicable law or the nature of the Confidential Information requires.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, damages and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from intentional misconduct, gross negligence, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, special or punitive damages. Aggregate direct liability shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties. If the dispute is not resolved within sixty (60) days, the parties may pursue any available remedies in the courts of the state identified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that the person signing on its behalf is authorized to bind such party. Provider further warrants that equipment supplied under this Agreement will be free from material defects in materials and workmanship for the warranty period specified in the Scope of Work.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or to a purchaser of substantially all of its assets upon notice to Client.

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