Equipment Upgrade Agreement

Equipment Upgrade Agreement

This Equipment Upgrade Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with Address: (hereinafter "Client"), and Service Provider Name: with Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client currently owns or operates certain equipment identified in this Agreement and desires to upgrade, refurbish, enhance or modify such equipment to improve performance, extend useful life, or meet regulatory or operational requirements; and

WHEREAS, Provider is duly qualified and experienced in performing upgrades, supply of parts, software updates, installation, testing and related services for the Equipment and has agreed to perform such services for Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality and other terms governing the upgrade services to be performed.

1. SCOPE OF WORK

Provider shall perform the upgrade services described below in a professional and workmanlike manner consistent with industry standards. Provider will supply labor, parts, software updates, testing, and documentation as required to complete the upgrade.

2. PAYMENT TERMS

Client shall pay Provider for the performance of the Scope of Work as follows. All monetary amounts are stated in U.S. dollars unless otherwise specified.

Payments are due within days of receipt of a properly rendered invoice. Provider shall submit invoices itemizing labor, parts, travel and other agreed charges.

Late Payment: Any undisputed past due amounts shall accrue interest at the rate of (or the maximum lawful rate, if lower), and Client shall also reimburse Provider for reasonable collection costs and attorney fees.

Taxes: Client is responsible for any applicable sales, use or other taxes, unless Provider provides a valid exemption certificate.

3. TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for services performed and non‑cancellable obligations incurred through the effective date of termination. Provider shall deliver all completed work and any Client property in Provider's possession within the time specified in any termination notice.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including technical data, know-how, designs, pricing, business plans, customer lists, and other proprietary information designated as confidential or that reasonably should be understood to be confidential.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) restrict disclosure to those employees, contractors or agents with a need to know; and (c) use Confidential Information solely for performance under this Agreement.

Exclusions: Confidential Information does not include information that is (i) publicly available through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party to seek protective relief.

Return of Materials: Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction within days, except as required to retain records for compliance or tax purposes.

5. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days from acceptance. Provider's sole obligation for breach of this warranty shall be to re-perform nonconforming services at Provider's expense or, at Provider's option, refund the fee attributable to the nonconforming portion.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE OR BUSINESS INTERRUPTION. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. INSURANCE & SAFETY

Provider shall maintain, at its expense, commercial general liability insurance, workers' compensation, and other insurance coverages appropriate for the services. Provider shall comply with Client's site safety rules when working on Client premises and shall take reasonable precautions to protect property and personnel.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the courts located within the selected state, as chosen by the party initiating the dispute, subject to the parties' right to seek injunctive relief in a court of competent jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign or delegate this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture or partnership.

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