Miscellaneous Dell Switch Template

Miscellaneous Dell Switch Template

Parties

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is engaged in the sale, delivery, configuration and limited installation of Dell networking equipment, including but not limited to switches and associated accessories, and has represented that it has the authority to sell or supply the identified equipment; and

WHEREAS, Client desires to purchase, accept configuration services for, or otherwise receive the Dell switch equipment identified herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their mutual rights and obligations with respect to equipment description, performance of services, payment, acceptance, confidentiality and allocation of risk.

Equipment Description

Scope of Work

Provider shall perform the following work with respect to the equipment identified above. Provider's obligations shall include configuration, limited on-site installation or remote provisioning as specified below, testing and delivery of documentation necessary for Client acceptance:

Payment Terms

Total Purchase Price / Fees: $

Deposit Amount: $    Balance Due By:

Late Payment Fee:    Interest Accrual Start:

Term and Termination

Effective Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for following receipt of written notice. Termination for convenience by Client is permitted upon prior written notice to Provider; in such event Client shall pay for all equipment delivered and services performed through the effective termination date.

Acceptance, Title and Risk of Loss

Client shall have business days from delivery and initial configuration to perform acceptance testing. If Client does not provide written notice of rejection within the acceptance period specifying defects, the equipment and services shall be deemed accepted.

Title and risk of loss for the equipment transfers to Client upon Provider's delivery to Client's designated delivery point, unless otherwise agreed in writing. Provider shall retain a security interest for unpaid amounts until paid in full.

Warranty; Support; Firmware

Provider warrants that the equipment delivered conforms to the stated manufacturer model and is free from material defects in workmanship at the time of delivery for a period specified below. Manufacturer warranties, if any, run from the date of delivery and are assigned to Client only to the extent assignable. Provider's sole liability for breach of the foregoing warranty shall be limited to repair or replacement of nonconforming equipment within a commercially reasonable period.

Client is responsible for any firmware updates, third-party integrations, and post-acceptance support unless a separate support agreement is executed. Provider may offer support services under a separate fee arrangement described in the payment schedule above.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was known to the receiving party prior to disclosure, or is rightfully obtained by the receiving party from a third party without restriction. The receiving party shall not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in performing its obligations hereunder. Except for liability arising from willful misconduct, indemnification for breach of confidentiality or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages. Aggregate direct damages shall be limited to the total amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

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 law principles. The parties shall attempt in good faith to resolve disputes between them through negotiation prior to initiating binding arbitration or litigation.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

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