Business MSA with PCs

BUSINESS MASTER SERVICES AGREEMENT WITH PCS

This Master Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: . This Agreement sets forth the terms under which Provider will supply services and personal computers ("PCs") to Client.

WHEREAS

WHEREAS, Client desires to engage Provider to perform services and supply PCs as described herein, and Provider has the capability and expertise to perform such services and supply such equipment in accordance with the terms of this Agreement.

WHEREAS, the parties intend that work performed and equipment delivered pursuant to this Agreement be governed by the terms and conditions set forth below, including payment terms, confidentiality obligations, delivery and acceptance procedures, and risk allocation.

WHEREAS, the parties desire to reduce their agreement to writing and to define rights and obligations with respect to services, hardware (PCs), and related deliverables.

SCOPE OF WORK

Provider will perform the services and supply the PCs as specified in this Section. Deliverables shall include hardware, installation, configuration, and any ancillary services expressly agreed in writing. Services will be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for services rendered and PCs supplied. All fees are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, amounts do not include applicable taxes, duties, or shipping costs.

If invoices are not paid when due, Client shall pay a late fee equal to: % per month on the overdue balance, or the maximum lawful rate if lower. In addition, Provider may suspend performance or withhold delivery until overdue amounts are paid.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days of receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for services performed and PCs shipped prior to the effective date of termination.

DELIVERY, ACCEPTANCE, AND TITLE

Provider shall deliver PCs in accordance with the delivery schedule set forth in the Scope of Work. Title and risk of loss pass to Client upon delivery to Client's designated location, subject to any agreed acceptance testing. Client shall inspect delivered PCs and notify Provider in writing within days of any non-conformity; failure to so notify shall constitute acceptance.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") 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. Confidential information includes business plans, pricing, technical designs, software, and customer data.

The Receiving Party shall (i) use Confidential Information solely for performance under this Agreement, (ii) limit access to employees and contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination of this Agreement for years, except for trade secrets which shall be protected for as long as such information remains a trade secret under applicable law.

WARRANTIES; LIMITATIONS

Provider warrants that services will be performed with commercially reasonable skill and care and that PCs will conform materially to the specifications set forth in the Scope of Work for a period of months from acceptance. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the other party's negligence or willful misconduct.

INSURANCE

Provider shall maintain insurance coverage appropriate to the scope of services and hardware supply, including commercial general liability and, if applicable, professional liability and worker's compensation insurance. Certificates of insurance shall be provided upon Client's reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, purchase orders and 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. Any modification to this Agreement must be 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, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses below or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

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