Equipment Workstation Refresh

EQUIPMENT WORKSTATION REFRESH AGREEMENT

This Equipment Workstation Refresh Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider: .

RECITALS (WHEREAS)

WHEREAS, Client operates and maintains computing workstations, peripherals and associated equipment at the Project Location: , and requires replacement, reimaging, configuration, and redeployment services to refresh certain workstations and related equipment.

WHEREAS, Provider represents that it has the technical expertise, personnel and resources to perform the workstation refresh described in this Agreement and will perform such services in a professional manner in accordance with industry standards.

WHEREAS, the parties desire to set forth the terms governing Provider's provision of equipment, installation, data migration, disposal of replaced equipment and other services as described herein.

SCOPE OF WORK

Provider shall perform the tasks described in this Scope of Work. The core services include, but are not limited to, procurement or provisioning of replacement equipment, imaging and configuration of operating systems and authorized software, data migration (where authorized), onsite installation, basic user verification and responsible disposal or return of replaced hardware consistent with Client instructions.

EQUIPMENT INVENTORY

List of workstations and equipment to be refreshed. Provide model/serial where available.

DELIVERABLES AND ACCEPTANCE

Provider shall deliver the refreshed workstations and perform initial verification. Client shall have calendar days following delivery to inspect and either accept or provide written notice of defects. Absent timely written notice, the deliverables will be deemed accepted.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule and are payable within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of 15 days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and accepted through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public technical, business or financial information disclosed by the other party that is designated 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 publicly known at the time of disclosure or rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These confidentiality obligations survive termination of this Agreement for a period of three (3) years.

WARRANTY, LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of Ninety (90) days following acceptance. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming services at Provider's expense. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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