Cell Upgrade Agreement

CELL UPGRADE AGREEMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client desires to upgrade one or more cellular devices and/or associated service plans in accordance with the terms and specifications set forth herein; and

WHEREAS, Provider is engaged in the business of supplying cellular devices, hardware upgrades, configuration services, and related installation and support and has represented that it has the expertise, personnel and equipment to perform the upgrade services; and

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

1. Scope of Work

Provider shall perform the upgrade work described below for the Client. Provider shall supply labor, materials, and supervision necessary to complete the upgrade in a professional manner consistent with industry standards.

2. Payment Terms

Client agrees to pay Provider the fees described below for completion of the Scope of Work. All fees are due in U.S. dollars unless otherwise agreed in writing.

All amounts payable under this Agreement that are not paid within fifteen (15) days of the due date shall incur the stated late fee and interest to the maximum extent permitted by law. Client shall also reimburse Provider for reasonable collection costs and expenses, including attorneys' fees, for amounts not paid when due.

3. Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and materials supplied prior to termination, including reasonable costs of demobilization.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including technical specifications, device configurations, pricing, trade secrets, and customer data (collectively, "Confidential Information"), except as expressly permitted in this Agreement.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction and without breach of a confidentiality obligation; (c) was known to the Receiving Party prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5. Warranties and Limitations

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

6. 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 principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by the state or federal courts located in that state, and the parties submit to the personal jurisdiction of such courts.

7. Entire Agreement

This Agreement (including any exhibits or 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices

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