Business Modem Document

Business Modem Agreement

Parties

Entity type: Corporation LLC Other

Recitals

WHEREAS, Provider supplies telecommunications equipment, including modems, configuration, and installation services to businesses under commercial terms; and

WHEREAS, Client desires Provider to supply, configure, and if applicable lease or sell a modem device described below for use at Client premises in accordance with the terms and conditions of this Agreement; and

WHEREAS, Provider and Client (each a Party and together the Parties) agree to the terms set forth herein to document rights, responsibilities, payment, and return/ownership of the modem equipment.

Scope of Work

Provider shall deliver, configure, and where applicable install the modem equipment described below at Client premises, perform necessary testing to establish baseline functionality, and provide initial configuration documentation to Client. Provider shall also provide ongoing maintenance or support only to the extent expressly set forth in this Agreement.

Equipment Details

Model:     Serial Number:     MAC Address:

Quantity:     Condition at Delivery:

Delivery and Acceptance

Delivery Date:     Delivery Location:

Acceptance Testing: Client shall have ten (10) business days from delivery to inspect and notify Provider in writing of any material defects or nonconforming equipment. Absent timely written notice, equipment shall be deemed accepted. Provider will cure reported defects within a commercially reasonable time subject to spare-part availability.

Payment Terms

Equipment Price or Rental Amount:

Payment Schedule:

Deposit Amount (if any):     Invoice Frequency:

Late Payment Fee: Interest at on overdue amounts, plus collection costs and reasonable attorneys' fees.

Payment Method:

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within days after written notice. Either Party may terminate without cause upon days' prior written notice.

Return of Equipment; Risk of Loss

Unless title transfers under a separate written purchase agreement, Provider retains title to any leased equipment. Upon termination or expiration, Client shall return equipment in substantially the same condition as delivered, ordinary wear and tear excepted, within days. Client bears risk of loss or damage during the term and until receipt by Provider of returned equipment. Repair or replacement costs for damage beyond normal wear and tear shall be charged to Client at Provider's standard rates.

Confidentiality

Each Party shall maintain in confidence all non-public business and technical information disclosed in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that is or becomes publicly available without breach; independently developed without use of Confidential Information; or rightfully obtained from a third party without restriction. The receiving Party may disclose Confidential Information to employees, contractors, or advisors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less protective than those herein. Confidential Information shall be held for three (3) years following disclosure unless otherwise required by law.

Maintenance, Support and Warranties

Provider warrants that at delivery the modem will materially conform to Provider's published specifications. Except for such limited warranty, equipment is provided "AS IS" and Provider disclaims all other warranties to the maximum extent permitted by law. Provider shall provide maintenance and support only if expressly set forth in the Scope of Work or a separate support schedule. Response times and remedies shall be as set forth in any applicable support addendum.

Liability and Indemnification

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, special, or punitive damages. Each Party shall indemnify and hold harmless the other from third-party claims arising from its negligence, breach of this Agreement, or misconduct. The aggregate liability of either Party for direct damages under or in connection with this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding 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 conflict of law rules. The Parties shall attempt in good faith to resolve disputes by negotiation; failing which, disputes shall be resolved by the exclusive jurisdiction of the state and federal courts located in the county where Provider's principal place of business is located.

Entire Agreement; Amendments

This Agreement, including attached schedules and any written attachments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes prior proposals and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a Party designates in writing. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Acknowledgement

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and that the person signing below is duly authorized to bind the Party he or she represents.

Sign Now