Meeting Room Boardroom Display

MEETING ROOM BOARDROOM DISPLAY AGREEMENT

This Meeting Room Boardroom Display Agreement (the Agreement) is made and entered into as of by and between:

RECITALS

WHEREAS, Provider is in the business of supplying, installing, configuring and maintaining meeting room boardroom display hardware and content management services; and

WHEREAS, Client requires a dedicated display system for scheduling, signage, and room information in Client's facilities and desires Provider to supply, install and support such display according to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall supply, install, configure, and commission the boardroom display system described below and perform ongoing support and content management as agreed. Specific tasks include hardware delivery, mounting, network integration, content template setup, and acceptance testing.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of the Work and services. All amounts are stated in U.S. Dollars and exclude applicable taxes unless otherwise specified.

Late payments shall accrue interest at % per month (or the maximum permitted by law), plusProvider's reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days after written notice.

CONFIDENTIALITY

Each party shall keep confidential all non-public 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 through no fault of the receiving party, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for performance under this Agreement; (ii) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; and (iii) return or destroy Confidential Information upon termination or written request.

MAINTENANCE, WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that hardware provided will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from acceptance unless a longer manufacturer warranty applies. Provider will provide maintenance and support as described in the Scope of Work. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

INTELLECTUAL PROPERTY AND DATA

Provider retains all rights to its pre-existing intellectual property, software, and content management tools. Client retains ownership of content provided by Client. Provider is granted a limited license to display Client content solely for performance under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation of any dispute prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written SOWs incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and deemed given when delivered personally or by certified mail to the addresses set forth above. If any provision is held invalid, the remainder shall continue in full force and effect.

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