Miscellaneous Network Box Fans

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS NETWORK BOX FANS

Parties

Effective Date:

Recitals

WHEREAS, Client operates network infrastructure requiring cooling and ventilation for enclosed network equipment and cabinets, and desires procurement and installation of miscellaneous network box fans suitable for specified enclosures; and

WHEREAS, Supplier represents that Supplier is experienced in the supply and, where applicable, installation of fans for network enclosures and will provide specified fan units, accessories and services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the purchase, delivery, installation (if requested), testing and warranty of miscellaneous network box fans;

Scope of Work

Supplier shall supply and, if elected by Client, install the network box fans and related accessories described below. Supplier shall perform work in a professional and workmanlike manner consistent with industry standards applicable to data center and telecommunications enclosures.

Deliverables and Specifications

The items to be supplied shall conform to the following minimum specifications. Deviations shall be subject to prior written approval by Client.

Additional items and accessories, if any, will be documented by change order pursuant to the Change Orders section below.

Payment Terms

Contract Price: Client shall pay Supplier the total fixed price for goods and services as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Supplier shall submit itemized invoices referencing purchase order or agreement numbers. Payment shall be made in accordance with the Payment Schedule after Client's acceptance of deliverables, except for undisputed amounts which remain due per the schedule above.

Warranty and Inspection

Supplier warrants that all goods supplied under this Agreement shall be free from defects in materials and workmanship for a period of from date of acceptance. Supplier shall, at its expense, repair or replace defective items discovered during the warranty period.

Client shall inspect delivered items within calendar days of delivery and shall provide written notice of any non-conformity. Absent timely notice, items will be deemed accepted.

Term and Termination

This Agreement commences on the Effective Date and continues until unless earlier terminated as provided herein.

Either party may terminate for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach.

Confidentiality

Each party shall keep confidential all non-public, proprietary information disclosed by the other party in connection with this Agreement, including specifications, pricing, and network architecture ("Confidential Information"). Confidential Information shall not be disclosed to third parties and shall be used only for performance under this Agreement.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of from the date of disclosure, except for information that becomes publicly known through no fault of the receiving party.

Insurance and Liability

Supplier shall maintain commercial general liability and product liability insurance in amounts customary for suppliers of similar equipment. Supplier's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total Contract Amount paid by Client under this Agreement. Neither party shall be liable for consequential, incidental or special damages except to the extent such exclusion is prohibited by law.

Compliance

Supplier shall comply with all applicable laws, codes and standards relating to the manufacture, labeling, transport and installation of the goods, including electrical and safety codes applicable to network enclosures. Supplier shall provide certificates of compliance upon Client's request.

Change Orders

Any changes to the Scope of Work, pricing, delivery schedule or specifications must be agreed in writing by both parties via a signed change order which shall identify any adjustments to price and schedule.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement

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

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