Miscellaneous Sensor Template

Miscellaneous Sensor Template

THIS GENERAL BUSINESS AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between Supplier Name: ("Supplier") and Client Name: ("Client"). Supplier and Client are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying, installing, and supporting sensing devices, related firmware and services; and

WHEREAS, Client desires to procure certain sensors and related services from Supplier under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to document the scope of services, payment terms, confidentiality, and other matters relating to the acquisition, deployment, and operation of the sensors.

SCOPE OF WORK

Supplier shall deliver the sensors, perform site surveys, install hardware and firmware, perform acceptance testing in accordance with the acceptance criteria set forth in the Detailed Scope of Work, and provide training and documentation reasonably required for Client to operate the sensors. Supplier will remedy defects discovered during the acceptance period at Supplier's expense.

PAYMENT TERMS

Total Contract Amount: $

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

All amounts are exclusive of taxes. Each Party shall bear its own taxes except that Client shall pay any sales, use, or similar taxes assessed on payments made hereunder, unless Client provides a valid exemption certificate.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice. Termination for cause is without prejudice to any other remedies available at law or in equity.

Upon termination, Client shall pay Supplier for all services performed and products delivered through the effective date of termination and return all Supplier-owned materials. Supplier shall promptly provide Client with any work product for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including firmware, technical designs, sensor data, analytics, pricing, and business plans. The receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall not apply to information that is (a) or becomes publicly known without breach; (b) rightfully received from a third party without restriction; (c) independently developed without use of the other Party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY AND DATA

Supplier retains all right, title, and interest in pre-existing intellectual property, firmware, and enhancements developed by Supplier. Data collected by the sensors shall be owned by subject to the Parties' written agreement on use and sharing. Supplier grants Client a non-exclusive, non-transferable license to use Supplier software and firmware solely for Client's internal use in connection with the sensors, subject to any license terms delivered with the software.

WARRANTIES AND DISCLAIMERS

Supplier warrants that products will materially conform to the specifications set forth in the Scope of Work for a period of from delivery. Supplier's sole obligation under this warranty is to repair or replace nonconforming products or, at Supplier's option, refund the purchase price for such products. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND SUBJECT TO APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO 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 its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the same state, and each Party consents to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment to this Agreement shall be effective unless in writing and signed by an authorized representative of each Party.

MISCELLANEOUS

Notices under this Agreement shall be sent to the addresses set forth below. Assignment of this Agreement or any rights hereunder is prohibited without the prior written consent of the other Party, except that Supplier may assign to an affiliate or in connection with a change of control. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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