Network Refresh Agreement

NETWORK REFRESH AGREEMENT

This Network Refresh Agreement (the Agreement) is entered into between Client Name: with principal address at (the Client), and Service Provider Name: with principal address at (the Provider).

RECITALS

WHEREAS, the Client operates a network environment that requires hardware and software lifecycle renewal, performance upgrades, and security improvements; and

WHEREAS, the Provider has the technical expertise, personnel, and resources to perform a network refresh comprising evaluation, installation, configuration, testing, and commissioning of network equipment and associated services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

The Provider shall perform the work described below (the Work). The Work shall include site survey, procurement assistance, hardware installation, software installation and upgrades, configuration, migration of services, testing, documentation, and project management as required to complete the network refresh. Detailed tasks, milestones, and acceptance criteria are set forth below and constitute part of this agreement.

2. PAYMENT TERMS

The Client shall pay the Provider for the Work in accordance with the following fee schedule and invoicing terms.

The Provider shall submit itemized invoices referencing the applicable milestone or deliverable. The Client shall pay undisputed amounts in accordance with the Payment Due term above. Disputed amounts must be notified in writing within ten (10) business days of receipt of the invoice; the parties shall negotiate in good faith to resolve disputes.

3. TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the Cure Period: days after written notice. The Client may terminate for convenience upon providing Notice Period: days' advance written notice; in such event, the Client shall pay for all Work performed and equipment purchased through the termination date and any reasonable cancellation charges.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence Confidential Information disclosed by the other party (the Disclosing Party) and shall not disclose such information except to employees, subcontractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement. "Confidential Information" shall include non-public technical, commercial, and business information, network diagrams, configurations, credentials, and any Customer Data. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was already in the Receiving Party's lawful possession, or (iii) is required to be disclosed by law, provided that the Receiving Party gives prompt notice and limits the compelled disclosure to the extent possible.

5. INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, the Provider retains ownership of pre-existing tools, templates, and intellectual property used to perform the Work. Deliverables specifically commissioned under this Agreement and paid in full shall be owned by the Client, subject to Provider's reservation of rights to underlying tools and general skills. The Provider will implement reasonable measures to protect Client Data and will return or destroy Client Data upon termination in accordance with the parties' instructions.

6. WARRANTIES, LIMITATIONS AND INDEMNITY

The Provider warrants that the Work will be performed in a professional manner consistent with industry practice. THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental or punitive damages. The Provider's aggregate liability for any claim arising from this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement in the twelve (12) months preceding the claim. Each party will indemnify and hold harmless the other against third-party claims arising from the indemnifying party's breach of representations, negligence, or willful misconduct.

7. CHANGE ORDERS

Any change to the Scope of Work shall be made by written Change Order signed by authorized representatives of both parties. The Change Order shall state the change in scope, any adjustment to the schedule, and the change in price. Work performed without an executed Change Order will be at the Provider's risk unless otherwise agreed in writing.

8. ACCEPTANCE TESTING

Deliverables subject to acceptance shall be tested according to criteria set forth in the Detailed Scope and Deliverables. The Client shall have an Acceptance Period: days to test and provide written acceptance or rejection specifying deficiencies. If no written rejection is provided within the Acceptance Period, the deliverable shall be deemed accepted.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts below by hand, certified mail, or overnight courier.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, including all attachments 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, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

12. MISCELLANEOUS

If any provision of this Agreement is found to be 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 to a successor in interest by merger or sale of substantially all assets. The parties are independent contractors and nothing herein creates a partnership, joint venture, or agency relationship.

Sign Now