Equipment Device Hookup

EQUIPMENT DEVICE HOOKUP AGREEMENT

This Equipment Device Hookup Agreement (the Agreement) is made effective as of by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing and configuring equipment and associated connections (the Equipment) and possesses the technical skill, personnel and licensing necessary to perform the installation and hookup;

WHEREAS, Client desires Provider to deliver hookup and installation services for Equipment at the location set forth below under the terms and conditions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective obligations, payment terms, confidentiality obligations and other terms governing the hookup and activation of the Equipment.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider will perform hookup, configuration and activation of Equipment described below at the Installation Location identified in this Agreement. Provider will supply labor, basic mounting hardware and standard configuration services as required to place the Equipment into operational condition. Any additional materials, specialized mounts, trenching, or penetrations shall be set forth in an attached statement of work and are the responsibility of Client unless otherwise agreed.

PAYMENT TERMS

Client shall pay Provider for the services and Equipment as set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement commences on and, unless earlier terminated in accordance with this section, shall continue until or until completion of Provider's obligations.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon material breach by the other party if such breach remains uncured for 15 days after written notice.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that would reasonably be understood to be confidential. Each party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall not disclose Confidential Information to third parties except on a need-to-know basis and subject to confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations do not extend to information that is (a) already known to the receiving party without restriction, (b) becomes publicly known through no fault of the receiving party, (c) is independently developed by the receiving party, or (d) is required to be disclosed by law or regulation, provided the disclosing party is given prompt notice and opportunity to seek a protective order.

INSURANCE, INDEMNITY AND WARRANTIES

Provider represents that Provider will maintain general liability insurance in amounts customary for similar services and will provide certificates of insurance upon reasonable request. Provider warrants that installation services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify, defend and hold Provider harmless from and against claims arising from Client's negligence, misuse of Equipment or failure to obtain required permits.

ACCESS, PERMITS AND COMPLIANCE

Client shall procure and maintain all permits, consents and approvals required for Provider to access the Installation Location and perform the services. Client will ensure reasonable and safe access, timely electricity and network connectivity where required, and shall advise Provider of any site restrictions in writing prior to installation.

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.

ENTIRE AGREEMENT

This Agreement, including any attachments or 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 agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses listed in this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that remedies at law for breach of the confidentiality provisions may be inadequate and that equitable relief, including injunctions, may be appropriate in addition to other remedies.

ADDITIONAL PROVISIONS

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