Business MDT Refresh

BUSINESS MDT REFRESH AGREEMENT

This Business MDT Refresh Agreement (the Agreement) is entered into as of by and between Provider Name: , a service provider, and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing, and configuring Mobile Data Terminals, associated software, hardware components, and installation services tailored for vehicular fleets; and

WHEREAS, Client desires to procure from Provider a refresh of MDT equipment and related services for Client's fleet at the project location: , and Provider is willing to perform such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: . Payments shall be made in accordance with the schedule below.

Invoices are due within days of invoice date. Late payments shall incur interest at the rate of , compounded monthly, or the maximum lawful rate if lower.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including technical data, trade secrets, software, product roadmaps, fleet telematics data, and business plans. The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Provider will return or certify destruction of Client Confidential Information within 30 days of termination unless retention is required by law; if unchecked, parties will retain only the minimum necessary copies for legal or archival purposes.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the equipment and services will conform materially to the specifications set forth in the Scope of Work for a period of months from acceptance. Provider's sole obligation under this warranty will be, at Provider's option, repair or replacement of nonconforming items or re-performance of nonconforming services.

Except for liabilities arising from willful misconduct or gross negligence, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid by Client to Provider under 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and 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, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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