Business Workstation Document

BUSINESS WORKSTATION AGREEMENT

Parties

Recitals

WHEREAS, Business Provider: provides procurement, configuration and support of business workstations and related services; and

WHEREAS, Client: desires to obtain workstation hardware, software configuration, installation and limited ongoing support in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective duties and financial terms for the provisioning and maintenance of the workstation described in this Agreement effective as of .

Scope of Work

Business Provider shall supply, configure and deliver a workstation and provide services as described below. Services include procurement of hardware, installation of approved software, ergonomic setup, network connection and initial testing. Client acknowledges that any additional services beyond the scope below require a separate written agreement or amendment.

Payment Terms

Client shall pay Business Provider the fees and charges described below. Unless otherwise stated, all amounts are in U.S. dollars and exclusive of applicable taxes.

Late payments shall incur a finance charge of per month on the outstanding balance, or the maximum allowed by law, whichever is less. Client shall also reimburse Business Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated under this Section, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least prior to the effective date of termination. Termination for uncured material breach may be immediate upon written notice if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party shall maintain in strict confidence all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is rightfully obtained from a third party free of any obligation of confidentiality.

The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement, shall restrict access to necessary personnel on a need-to-know basis, and shall employ reasonable administrative, physical and technical safeguards to protect such information. Upon termination of this Agreement, the receiving party shall return or certify destruction of Confidential Information as requested by the disclosing party, except to the extent retention is required by applicable law in which case confidentiality obligations shall continue.

Liability; Insurance; Indemnity

Business Provider's liability for damages arising out of or related to this Agreement shall be limited to direct damages and shall not exceed the amount paid by Client to Business Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, special, indirect or punitive damages. Each party shall maintain commercially reasonable insurance appropriate to its obligations hereunder and shall provide proof of insurance upon request.

Client shall indemnify, defend and hold harmless Business Provider from and against any third-party claims arising from Client's misuse of equipment, failure to follow provided instructions, or unauthorized software installation, except to the extent such claims arise from Business Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Compliance with Policies

Client agrees to ensure that workstation users comply with Business Provider's reasonable security and acceptable use policies provided at time of installation and as updated in writing. Client remains responsible for ongoing user behavior, including password management and data handling consistent with applicable law and organizational policy.

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