Network Infrastructure Agreement

Network Infrastructure Agreement

This Network Infrastructure Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Provider is engaged in the design, procurement, installation and maintenance of network infrastructure, including but not limited to routing, switching, cabling, wireless systems and security appliances, and possesses the technical expertise, personnel and equipment necessary to perform such services;

WHEREAS, Client desires to engage Provider, and Provider agrees to perform, the services described in this Agreement under the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement define the scope, schedule, fees, confidentiality obligations and remedies applicable to the services to be provided.

Scope of Work

Services shall include project management, equipment procurement assistance, configuration, on-site installation, integration with existing systems, testing, documentation and a 30-day post-installation support period unless otherwise specified in the scope of work. Provider shall perform all work in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the payment schedule above. Invoices are payable within days of receipt. Past due amounts shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less. Client shall be responsible for reasonable collection costs, including attorneys' fees, for delinquent accounts.

All fees are exclusive of taxes. Client shall pay any sales, use, value-added or similar taxes imposed on the transaction, except for taxes based on Provider's net income.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the date of termination, including any non‑cancellable commitments incurred by Provider in performance of the services.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including system designs, security configurations, credentials, pricing, business plans and any Client data.

Each party agrees: (a) to hold Confidential Information of the other in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) to use Confidential Information solely for performance or enforcement of this Agreement; and (c) to take reasonable measures to protect such Confidential Information from unauthorized use or disclosure, but in no event less than the measures it uses to protect its own confidential information of similar importance.

The obligations set forth in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Remedies

Provider represents that it will perform the services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client's exclusive remedy for breach of the express warranty set forth above shall be limited to: (a) re-performance of the nonconforming services; or (b) if Provider fails to re-perform within a commercially reasonable time, a refund of the fees paid for the nonconforming services. The remedies set forth herein are exclusive and in lieu of all other remedies.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its gross negligence or willful misconduct in performing its obligations under this Agreement. A party seeking indemnification shall promptly notify the other party in writing of any claim and afford the indemnifying party sole control of the defense and settlement thereof, provided that the indemnifying party may not settle any claim that imposes any obligation or liability on the indemnified party without its prior written consent.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.

Change Orders and Acceptance

Any changes to the scope, deliverables, schedule or fees shall be documented in a written change order signed by both parties. Provider shall perform acceptance testing as set forth in the scope of work; deliverables shall be deemed accepted upon successful completion of acceptance tests or, if no tests are specified, upon ten (10) days after delivery if Client has not provided written notice of rejection setting forth the basis for rejection.

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. The parties shall first attempt to resolve disputes in good faith through escalation to senior management. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration before a single arbitrator in the county of the governing state, unless the parties mutually agree otherwise.

Entire Agreement; Miscellaneous

This Agreement, together with any applicable statements of work and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or 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 that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Administrative Details

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