Installation Help Document

Installation Help Document

Parties and Effective Date

This Installation Help Document (the Agreement) is entered into as of Effective Date: by and between the following parties:

Recitals

WHEREAS, Client requires installation assistance, on-site support, configuration, or similar services relating to equipment, systems, or software specified in the Scope of Work; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, tools, and licenses to perform such installation assistance and related services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide installation help to Client.

Scope of Work

Service Provider shall perform the installation help and related tasks described in detail below. The description below shall control over any conflicting attachments.

Payment Terms

Client shall pay Service Provider the total amount of USD for the services described in this Agreement, subject to the schedule and conditions below.

Deposit (if any): USD. Final payment due within days of completion/acceptance unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue a late fee of percent per month or the highest amount permitted by law, whichever is less, calculated from the due date until paid in full. Client shall also reimburse Service Provider for collection costs and reasonable attorneys' fees.

Term and Termination

Term Start Date: Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 10 days following written notice of such breach. Termination shall not relieve Client of liability for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information. Upon termination or written request, receiving party shall return or destroy Confidential Information, except to the extent retention is required by law or for bona fide archival purposes.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices under this Agreement shall be delivered to the contact addresses listed above unless otherwise provided in writing.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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