Hardware Purchase Agreement for SSD Hard Drives

HARDWARE PURCHASE AGREEMENT FOR SSD HARD DRIVES

This Hardware Purchase Agreement for SSD Hard Drives (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Seller manufactures, owns or otherwise has the right to sell solid state drives (SSDs) and related components;

WHEREAS, Buyer desires to purchase and Seller agrees to sell the SSD hardware described in this Agreement under the terms and conditions set forth below;

WHEREAS, the parties intend that this Agreement govern the sale, delivery, acceptance, and warranty of the SSD hardware and related services described herein.

SCOPE OF WORK

Seller will supply SSD hard drives and perform any agreed ancillary services necessary for delivery and acceptance. The hardware and services to be provided are described in detail below and in any purchase orders incorporated into this Agreement. Specific technical specifications, quantities, and delivery requirements shall be set forth in the itemized schedule and purchase order fields contained in this Agreement.

ITEMIZED HARDWARE SCHEDULE

Complete the following schedule for SSD units to be purchased. Line totals should equal quantity multiplied by unit price. Additional lines may be attached as an addendum and incorporated by reference.

PAYMENT TERMS

Purchase price: USD to be paid in accordance with the schedule below. All amounts are payable in lawful currency.

Late payment shall accrue interest at the rate of on any overdue amount, or the maximum rate permitted by applicable law, whichever is lower. Buyer shall also be responsible for collection costs and reasonable attorneys' fees incurred by Seller to collect overdue amounts.

DELIVERY AND ACCEPTANCE

Delivery shall be made FCA (Seller's facility) or as otherwise specified in the applicable purchase order. Risk of loss transfers to Buyer upon delivery to the carrier unless parties agree otherwise in writing.

WARRANTY

Seller warrants that, for a period of months from the date of delivery, SSD hardware sold hereunder shall be free from defects in material and workmanship under normal use. Buyer's exclusive remedies for breach of this warranty are repair, replacement, or refund at Seller's option. This warranty does not cover installation, damage resulting from misuse, modification, or unauthorized repair, or consumable media.

CONFIDENTIALITY

Each party shall treat as confidential all nonpublic 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 or becomes publicly available other than through breach of this Agreement, was already known to the receiving party without restriction, or is independently developed by the receiving party. Receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to third parties except to its employees, agents, or contractors who need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination does not relieve Buyer of payment obligations for goods delivered or services rendered prior to termination.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, punitive, or consequential damages, including lost profits. Seller's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Buyer to Seller under this Agreement for the hardware giving rise to the claim.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's breach of this Agreement, negligence, or willful misconduct. The indemnifying party shall control the defense and settlement of any claim, provided that the indemnified party may participate with counsel of its own choosing at its own expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all purchase orders and schedules 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, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Seller may assign to an affiliate or successor in interest. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

SIGNATURES

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