Hardware Supply Agreement

HARDWARE SUPPLY AGREEMENT

This Hardware Supply Agreement ("Agreement") is entered into as of by and between Supplier Name: , with principal place of business at ("Supplier"), and Buyer Name: , with principal place of business at ("Buyer").

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and delivering hardware components and related equipment in accordance with technical specifications; and

WHEREAS, Buyer desires to purchase certain hardware described in this Agreement and Supplier agrees to supply such hardware pursuant to the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the supply, delivery, inspection and payment for the hardware.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee: A late fee of % per month on overdue amounts shall accrue from the invoice due date until paid in full. Buyer shall also reimburse Supplier for reasonable costs of collection, including attorneys' fees.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery Terms: Supplier shall deliver hardware to the delivery address specified by Buyer in accordance with the Delivery Schedule. Delivery shall be FCA (Supplier's facility) unless otherwise stated in writing. Title and risk of loss shall pass as set forth below.

TITLE AND RISK OF LOSS

Unless otherwise agreed in writing, title to the hardware shall pass to Buyer upon Supplier's receipt of payment in full. Risk of loss or damage shall pass to Buyer upon delivery to Buyer's designated carrier or facility in accordance with the agreed delivery terms.

WARRANTIES

Supplier warrants that hardware supplied under this Agreement will conform to the agreed specifications and will be free from material defects in materials and workmanship for a period of months from acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming hardware or refund of the purchase price for such hardware, provided Buyer notifies Supplier in writing within the warranty period and returns the allegedly defective hardware in accordance with Supplier's return procedures.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information. Confidential information shall not include information that is (a) publicly known other than by breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's confidential information. Each party shall use at least the same degree of care to protect the other party's confidential information as it uses to protect its own confidential information, but in no case less than reasonable care.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Buyer shall pay Supplier for all hardware delivered and accepted and for any reasonable and documented costs incurred by Supplier in production of hardware ordered but not yet delivered, subject to mitigation.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, breach of confidentiality, or Supplier's indemnification obligations, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profits. The aggregate liability of Supplier arising out of or related to this Agreement shall not exceed the total amounts actually paid by Buyer to Supplier under the applicable purchase orders giving rise to the claim.

GOVERNING LAW; 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. The parties shall attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate.

ENTIRE AGREEMENT

This Agreement, together with any appended purchase orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any purported assignment in violation of this section shall be void.

Force Majeure: Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, governmental action, strikes, or supply chain disruptions, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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