Microsoft Teams Rooms Setup

MICROSOFT TEAMS ROOMS SETUP AGREEMENT

This Agreement is entered into as of Effective Date: by and between Client Name: with its principal place of business at Client Address: and Service Provider Name: with its principal place of business at Service Provider Address: . The parties agree as follows:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform setup, configuration and commissioning services for Microsoft Teams Rooms systems at the locations identified herein; and

WHEREAS, Service Provider represents that it has the skill, personnel and experience to provide such services and to procure, install and configure the hardware, cabling and software necessary for operation of Microsoft Teams Rooms in accordance with this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding such setup and related services.

SCOPE OF WORK

Service Provider shall furnish all labor, supervision, equipment, materials and services necessary to deliver a complete Microsoft Teams Rooms setup as described below. Deliverables include: planning and design, procurement (if elected), physical installation of room devices, network and power verification, software installation and licensing assistance, integration with Client calendar and account services, configuration of audio/video peripherals, functional testing and acceptance support, and user training as specified.

EQUIPMENT, SERVICES AND OPTIONS

The parties acknowledge that the following categories are included or may be separately procured. Check all services included in the initial engagement:

Hardware procurement (vendor-specified Teams Rooms appliances and peripherals)
Structured cabling and conduit work
Software installation and configuration (Teams client and admin settings)
Acceptance testing and onsite end-user training
Post-installation remote support (term defined below)

PAYMENT TERMS

Total Fee: $. Payment shall be made in accordance with the schedule below.

Unless otherwise agreed in writing, invoices are payable in U.S. dollars within days of invoice date. Late payments shall incur interest at % per month (or the maximum permitted by law), plus reasonable collection costs. Taxes imposed on the services shall be paid by unless a valid exemption certificate is provided.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice. Upon termination, Client shall pay Service Provider for all work performed and non‑cancellable commitments incurred through termination effective date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, technical data, security credentials, account information, pricing, or other information reasonably understood to be confidential. The recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential obligations shall not apply to information that is (i) publicly available without breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the discloser's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to seek protective measures. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets.

CHANGE ORDERS

Any material changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe additional work, schedule impacts and any adjustments to fees. Service Provider shall not be required to perform work outside the scope until a change order is executed.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days from acceptance. Remedy for breach of this warranty shall be re-performance of the nonconforming services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

INSURANCE AND INDEMNITY

Service Provider shall maintain commercial general liability and professional liability insurance in commercially reasonable amounts and shall provide evidence of insurance upon Client's request. Each party shall indemnify and hold harmless the other from third party claims arising out of the indemnifying party's negligence or willful misconduct in performance of this Agreement, subject to the indemnified party's compliance with claim notice and cooperation requirements.

DATA PROTECTION AND CREDENTIALS

To the extent Service Provider receives or processes Client account credentials or end‑user data, Service Provider shall implement reasonable administrative, physical and technical safeguards to protect such data. Service Provider shall use credentials only for the purpose of performing the Services and shall promptly delete or return credentials and sensitive data upon completion or termination of the Services.

ACCEPTANCE

Upon completion of installation and configuration, Service Provider shall perform acceptance tests. Client shall have calendar days to provide written notice of any deficiencies. Absent such notice, the work shall be deemed accepted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

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