Miscellaneous Equipment Cables & Detector

MISCELLANEOUS EQUIPMENT CABLES & DETECTOR - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client requires miscellaneous equipment consisting of cables and detector hardware for installation, testing, and operation as set forth in this Agreement; and

WHEREAS, Supplier is engaged in the business of supplying, testing and commissioning electronic equipment and possesses the expertise and resources to supply the specified cables and detector equipment in accordance with the terms herein.

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

1. SCOPE OF WORK

2. EQUIPMENT SCHEDULE

List of equipment, quantities, unit prices and unique identifiers. All equipment must meet the technical specifications set forth in the Scope of Work and be new or in commercially acceptable condition unless otherwise stated.

3. PAYMENT TERMS

Client shall pay Supplier the Total Contract Price as set forth above in lawful currency under the following schedule and terms:

Overdue payments shall incur a late fee of on the outstanding balance or the maximum permitted by applicable law, whichever is lower. Client is responsible for all collection costs, including reasonable attorneys' fees.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice or immediately for insolvency or bankruptcy of the other party.

5. CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not use or disclose to any third party any non-public technical, commercial or financial information disclosed by the other party (Discloser) in connection with this Agreement, except to the extent necessary to perform obligations under this Agreement or as required by law. Confidential information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) was previously known by Recipient without obligation of confidentiality; or (c) is rightfully received from a third party without restriction. Upon termination or written request, Recipient shall promptly return or destroy Discloser's confidential materials and certify such destruction if requested.

6. WARRANTIES; LIMITATIONS

Supplier warrants that equipment supplied under this Agreement will materially conform to the agreed specifications and will be free from defects in material and workmanship for a period of months from delivery. Remedies for breach of warranty are limited to repair or replacement at Supplier's option, provided Client notifies Supplier in writing within the warranty period. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE EQUIPMENT IS PROVIDED "AS IS," AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

8. 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. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. No amendment to this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses specified below.

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