IT Network Upgrade Quote

IT NETWORK UPGRADE QUOTE

Parties and Quote Identification

WHEREAS, Provider is engaged in the business of providing information technology infrastructure services, including network design, hardware procurement and installation, cabling, and configuration; and

WHEREAS, Client desires to engage Provider to perform an upgrade to Client's network infrastructure on the terms set forth in this Quote; and

WHEREAS, the parties intend for this document to set forth the scope, fees, schedule and binding terms for the described upgrade commencing on Effective Date: .

Scope of Work

Provider shall perform the network upgrade tasks described below. Provider will supply labor, configuration services, testing, and the hardware specified in the itemization unless otherwise noted. All work will be performed in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the Total set forth above in accordance with the following schedule and conditions. All amounts are in the currency stated in the Quote.

Term and Termination

The Project shall commence on Start Date: and is estimated to be completed by End Date: . Time estimates are reasonable good-faith estimates and are not guaranteed where delays are caused by change orders, third-party vendors, or Client-supplied dependencies.

Either party may terminate this Quote for material breach if the breaching party fails to cure a breach within days after receipt of written notice specifying the breach. Provider may suspend work for non-payment after providing five (5) days' written notice.

Confidentiality

For purposes of this Quote, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (ii) not use Confidential Information except to perform its obligations under this Quote. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or lawfully obtained by the receiving party from a third party.

The obligations of confidentiality survive termination for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they remain trade secrets.

Warranties, Limitations and Acceptance

Provider warrants that labor will be performed in a workmanlike manner for a period of ninety (90) days from completion. Hardware supplied is subject to the manufacturer's warranty; Provider will assist Client in warranty claims but makes no independent hardware warranty except as expressly stated in writing.

Client will perform acceptance testing within ten (10) business days of substantial completion. Unless Client provides a written list of unresolved issues within that period, the work will be deemed accepted. Provider's liability for claims arising out of or related to this Quote shall be limited to direct damages not to exceed the Total amount payable under this Quote. In no event shall Provider be liable for incidental, consequential, punitive or special damages.

Change Orders

Any material change to the Scope of Work will be documented by a written change order signed by both parties specifying the change, price adjustment, and schedule impact. Provider shall not be obligated to perform changes without an executed change order.

Governing Law and Dispute Resolution

This Quote and any dispute arising under or relating to it shall be governed by the laws of the State of , without regard to conflict of laws principles. Parties shall first attempt to resolve disputes by negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the arbitration rules agreed by the parties.

Entire Agreement

This Quote, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, understandings and communications, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Provider shall comply with applicable laws and industry standards in performing the services. Client shall provide reasonable access to facilities, accurate information, and timely decisions as necessary for Provider to perform. Delays caused by Client or third parties may result in schedule and price adjustments. Taxes, shipping, and duties are not included unless expressly listed.

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