Miscellaneous Hardware Agreement

MISCELLANEOUS HARDWARE AGREEMENT

This Miscellaneous Hardware Agreement (the Agreement) is made effective as of between Supplier Name: whose principal place of business is , and Purchaser Name: whose principal place of business is .

RECITALS

WHEREAS, Supplier is engaged in the business of supplying, configuring and delivering hardware components, equipment and related installation services; and

WHEREAS, Purchaser desires to procure certain hardware and related services from Supplier on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the supply, delivery, acceptance and payment for such hardware and services.

SCOPE OF WORK

DELIVERY AND ACCEPTANCE

Supplier shall deliver the hardware to Purchaser at the delivery address specified above on or before . Risk of loss shall pass to Purchaser upon .

Purchaser shall have days following delivery to inspect and either accept or reject nonconforming hardware by written notice. If Purchaser fails to provide written notice within that period, the hardware shall be deemed accepted.

PAYMENT TERMS

Invoices shall be issued by Supplier in accordance with the payment schedule. Purchaser shall pay undisputed invoices within days of invoice date. Late payments shall accrue interest at the rate of per month (or the maximum permitted by law, whichever is less), and Purchaser shall reimburse Supplier for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the Disclosing 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: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information only to its employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those contained herein. The obligations of confidentiality shall survive for years after termination or expiration of this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Supplier warrants that the hardware supplied hereunder shall be free from material defects in materials and workmanship for a period of months from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming hardware or refund of the purchase price for such hardware, provided Purchaser gives prompt written notice and, if requested, returns the hardware at Supplier's direction.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SUPPLIER UNDER THIS AGREEMENT.

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 hereby submit to the exclusive jurisdiction of the competent courts of that State for the resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning party remains liable for its obligations hereunder.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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