Miscellaneous Additional Hardware Agreement

MISCELLANEOUS ADDITIONAL HARDWARE AGREEMENT

This Additional Hardware Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with principal address:

and Provider Name: with principal address:

RECITALS

WHEREAS, Client requires additional hardware to supplement existing systems and desires to procure such additional hardware from Provider under the terms set forth in this Agreement; and

WHEREAS, Provider is engaged in the business of supplying, configuring and delivering hardware and has represented that it has the experience and capability to supply the additional hardware described herein; and

WHEREAS, the parties intend to set forth in writing their respective duties, payment obligations, delivery and acceptance criteria, confidentiality obligations and other terms governing the provision of the additional hardware;

SCOPE OF WORK

Provider shall supply, deliver, and, if applicable, install the additional hardware items described below and perform related services as set forth in this Agreement. Provider shall perform the services in a professional manner consistent with industry standards and in conformance with the schedule agreed by the parties.

HARDWARE ITEMS

List each hardware item to be supplied. Attach additional pages if necessary.

Ownership of the hardware shall transfer to Client upon full payment unless the parties expressly agree otherwise below.

PAYMENT TERMS

Client shall pay Provider the Total Contract Amount specified below in accordance with the schedule below. All payments are due in United States Dollars unless otherwise agreed in writing.

Failure to pay undisputed amounts when due shall entitle Provider to suspend deliveries and to recover reasonable costs of collection, including attorneys' fees, and interest as specified above.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any material obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for hardware delivered and accepted prior to termination.

CONFIDENTIALITY

Each party agrees that during the term of this Agreement and for a period of three (3) years thereafter it will hold in strict confidence and will not disclose to any third party any confidential information of the other party, except as required by law or to perform its obligations under this Agreement. Confidential information includes non-public technical, financial, pricing and business information, and any specifications or designs for the hardware. The receiving party shall use the same degree of care to protect such confidential information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that hardware delivered under this Agreement shall be free from defects in materials and workmanship for a period specified in the Scope of Work or, if no period is specified, for ninety (90) days from the date of delivery. The foregoing warranty is exclusive and in lieu of all other warranties, whether express or implied. Except for liability arising from wilful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental or punitive damages.

DELIVERY, ACCEPTANCE AND TITLE

Delivery terms, shipping responsibilities and acceptance tests shall be as described in the Scope of Work. Title and risk of loss shall pass as set forth in this Agreement or, absent express agreement, upon delivery to Client's designated delivery point and acceptance by Client.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments or purchase orders specifically incorporated herein by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate by notice). Notices shall be effective upon personal delivery, confirmed electronic transmission with return receipt, or three (3) days after deposit in the United States mail, postage prepaid.

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