Lifetime Service Contract

LIFETIME SERVICE CONTRACT

This Lifetime Service Contract (the "Contract") is entered into as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with mailing address at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing maintenance, repair and related services for the products and equipment described in this Contract; and

WHEREAS, Client desires to procure lifetime service coverage for the covered item(s) listed below under the terms and conditions set forth in this Contract; and

WHEREAS, Service Provider is willing to provide such lifetime services in consideration of the fees and covenants contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Contract, the following terms have the meanings set forth below:

"Covered Item(s)" means the item(s) described as follows:

"Lifetime" means the period described in Section 2 of this Contract.

2. TERM AND SCOPE OF SERVICES

2.1 Term. This Contract commences on the Effective Date and shall remain in effect for the Lifetime of the Covered Item(s), defined as: .

2.2 Services. Service Provider shall provide the following services as applicable to the Covered Item(s): preventive maintenance, diagnostic evaluation, parts replacement, software updates, remote technical support and on-site repair as required. Additional detail regarding service obligations:

3. FEES AND PAYMENT

3.1 Consideration. In full consideration for the services described in this Contract, Client shall pay Service Provider a one-time lifetime fee of $ payable as set forth below.

3.2 Late Payment. Any late payment shall accrue interest at the rate of or the maximum lawful rate, whichever is less.

4. SERVICE LEVELS AND RESPONSE

Service Provider will use commercially reasonable efforts to respond to service requests within . For emergency failures materially affecting operation of Covered Item(s), Service Provider will use commercially reasonable efforts to provide priority response and, when necessary, on-site repair.

If Service Provider fails to meet the response times set forth above, Client's exclusive remedy shall be as described in Section 9 below.

5. CLIENT OBLIGATIONS

Client shall allow reasonable access to the Covered Item(s) and shall maintain appropriate environment and power conditions required for safe operation. Client shall not attempt repairs that would void manufacturer's warranties without prior written consent of Service Provider.

6. EXCLUSIONS; LIMITED COVERAGE

The services provided under this Contract do not include repair or replacement necessitated by: (a) misuse, negligence, accident, theft or vandalism; (b) unauthorized modification; (c) failure of third-party components not supplied by Service Provider; or (d) force majeure events. Service Provider shall not be responsible for cosmetic defects that do not affect function.

7. TERMINATION; SURVIVAL

7.1 Termination for Cause. Either party may terminate this Contract upon material breach by the other party that remains uncured for days after written notice specifying the nature of the breach.

7.2 Effect of Termination. Termination shall not relieve Client of obligations to pay fees accrued prior to termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Governing Law and any other provisions that by their nature survive termination shall survive.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, Service Provider's aggregate liability for any and all claims arising out of or related to this Contract shall not exceed the total fees paid by Client to Service Provider under this Contract, capped at $ . Neither party shall be liable to the other for incidental, consequential, special or punitive damages.

9. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third party claims, losses or liabilities arising from the Indemnitor's breach of this Contract, negligence, or willful misconduct. The Indemnitee shall provide prompt written notice of a claim and permit the Indemnitor to control the defense and settlement of such claim, provided that no settlement that admits fault or imposes obligations on the Indemnitee shall be made without the Indemnitee's prior written consent.

10. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Contract and shall use such information only for performance of its obligations hereunder. Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) was already known; (c) is rightfully received from a third party; or (d) is independently developed. Confidentiality obligations survive termination for a period of five (5) years.

11. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in its pre-existing intellectual property. Service Provider grants Client a non-exclusive, non-transferable license to use any Service Provider software or documentation solely for the operation of the Covered Item(s) during the Term. Any custom work-for-hire developed for Client pursuant to this Contract shall be owned as set forth in a separate written agreement.

12. WARRANTY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation for breach of the foregoing warranty shall be re-performance of the nonconforming services. Except as expressly set forth in this Contract, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the parties at the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and any waiver must be in writing. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

This Contract, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalid provision.

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