Business Workstations Template

BUSINESS WORKSTATIONS AGREEMENT

THIS AGREEMENT is made and entered into as of (the Effective Date), by and between , with principal place of business at (Client), and , with principal place of business at (Provider).

WHEREAS

WHEREAS, Client requires procurement, configuration, installation, and optional ongoing maintenance of business workstations, related peripherals, and associated services (collectively, Workstations); and

WHEREAS, Provider represents that it is qualified and experienced to supply, configure, and support such Workstations in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to procurement, acceptance, payment, confidentiality, and maintenance of the Workstations.

SCOPE OF WORK

Provider shall perform the services described below (Services) and supply the equipment and materials necessary for the Workstations in accordance with specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for Services and equipment as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Upon termination, Client shall pay Provider for Services performed and non-cancelable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise rights under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek protective measures.

WARRANTIES, MAINTENANCE AND ACCEPTANCE

Provider warrants that equipment furnished hereunder will be new (unless otherwise stated), free from defects in materials and workmanship, and substantially conform to agreed specifications for a period of months from Acceptance. Provider shall, at its expense, repair or replace nonconforming equipment or re-perform nonconforming Services as Provider's sole obligation and Client's exclusive remedy under this warranty.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for a party's indemnification obligations or willful misconduct, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising from Provider's negligence, willful misconduct, or breach of applicable law in performing the Services. Client shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Client's misuse of equipment or violation of third-party license terms.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any amendment or 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 delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested), or by electronic mail if confirmed in writing by the receiving party.

ADDITIONAL TERMS

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