Miscellaneous Slot Adapter

MISCELLANEOUS SLOT ADAPTER

This Miscellaneous Slot Adapter (the "Adapter") is made and entered into as of Effective Date: by and between Provider Name: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the design, manufacture, or configuration of hardware and/or software components described herein that enable integration of physical or logical slots into Client systems; and

WHEREAS, Client requires an adapter and related services to permit Client's equipment, software or allocation systems to accept, host or reserve slots in a manner compatible with Provider's equipment; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms and conditions under which Provider will supply the Miscellaneous Slot Adapter and related services to Client.

Scope of Work

Provider shall provide the adapter hardware, firmware, software and reasonable installation, configuration and testing services described below. Provider will deliver the Adapter in accordance with the schedule and specifications set forth in this Agreement. Client shall provide access, reasonable assistance and any required documentation or site readiness as specified.

Payment Terms

As consideration for Provider's performance, Client shall pay Provider the Total Fee and any applicable taxes in accordance with the schedule below. All payments are due in United States dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the lesser of (i) the rate of percent per month, or (ii) the maximum rate permitted by law. In addition, Provider may assess a one-time administrative late fee of .

Term and Termination

This Adapter shall commence on the Start Date: and, unless earlier terminated as provided herein, shall expire on the End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within the Notice Period: days after receipt of written notice. Provider may also suspend performance if Client fails to pay undisputed amounts when due and does not cure within ten (10) days after written notice.

Termination shall not relieve Client of the obligation to pay for services performed and goods delivered prior to the effective date of termination. Sections relating to Confidentiality, Indemnification, Limitation of Liability and Governing Law shall survive termination or expiration.

Confidentiality

Each party acknowledges that, in connection with this Adapter, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict access to Confidential Information to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those contained herein, and (iii) protect Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall continue for a period of years following termination or expiration, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law. Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was known to the receiving party prior to disclosure without restriction, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

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. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Representations, Warranties and Limitation

Provider represents that it will perform services in a professional manner consistent with industry standards and that the Adapter will materially conform to the functional specifications set forth in the Scope of Work for a period of ninety (90) days following delivery, subject to normal wear and tear. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIABILITY OF EITHER PARTY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement. Provider shall maintain commercial general liability and professional liability insurance in amounts customary for providers of similar services.

Miscellaneous

This Agreement 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 oral or written. Any amendment or waiver must be in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Execution

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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