Miscellaneous Patch Adapter

MISCELLANEOUS PATCH ADAPTER AGREEMENT

This Miscellaneous Patch Adapter Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Supplier manufactures, supplies, or custom-configures patch adapters, connector assemblies, and associated hardware and documentation necessary to interconnect wiring, cabling, or electronic equipment (collectively, "Adapters"); and

WHEREAS, Client requires supply, configuration, testing, and delivery of one or more Adapters under the terms set forth herein and desires a written agreement to define scope, delivery, payment and confidentiality obligations; and

WHEREAS, the parties intend that this Agreement serve as the complete and binding contract governing the specific Adapter work and ancillary services described in the Scope of Work below.

SCOPE OF WORK

Supplier shall perform the following services and provide the following goods in accordance with accepted industry practices and the specifications agreed by the parties:

PAYMENT TERMS

Client shall pay Supplier the fees set forth below in consideration for the goods and services. All payments are in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified, invoices are payable within the number of days stated in the payment schedule. Client shall be responsible for reasonable collection costs and interest on overdue amounts as set forth above.

DELIVERY AND ACCEPTANCE

Delivery shall be F.O.B. Supplier's facility unless otherwise agreed. Supplier shall notify Client of readiness for shipment or pickup. Client shall inspect delivered Adapters within the acceptance period and shall provide written notice of rejection within that period.

TERM AND TERMINATION

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the completion of the Scope of Work or until the End Date specified below, whichever occurs later.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period above following written notice. Termination shall not relieve Client of payment obligations for goods or services performed or delivered through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents on a need-to-know basis and only where such persons are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, damages, liabilities and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense; however, failure to provide prompt notice shall not waive indemnification except to the extent prejudice results.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, and each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Supplier under this Agreement.

GOVERNING LAW; ENTIRE AGREEMENT

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 submit to the exclusive jurisdiction of the courts located within that State for disputes arising under this Agreement.

This Agreement, including any attachments and incorporated purchase orders, constitutes the entire agreement between the parties with respect 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 authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

NOTICES

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