Network Upgrade Proposal

Network Upgrade Proposal

This Network Upgrade Proposal ("Proposal") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client operates network infrastructure requiring performance, capacity, and security improvements to support business operations; and

WHEREAS, Provider is engaged in the business of designing, supplying, installing, and testing network hardware and software and represents that it has the capability, personnel, and expertise to perform the services described herein; and

WHEREAS, Client wishes to engage Provider and Provider agrees to provide the network upgrade services on the terms and conditions set forth in this Proposal.

Scope of Work

Provider will deliver, configure, and commission the network components and services described below. Deliverables include equipment procurement, on-site installation, configuration, testing, documentation, and knowledge transfer to Client staff. Specific tasks, milestones, acceptance criteria, and any site-specific requirements are set forth in the text box below.

Payment Terms

Client agrees to pay Provider the Total Project Fee as set forth below. All fees are quoted in the currency identified in the invoice and are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur a late fee and interest as specified below. Provider may suspend work if invoices are not paid in accordance with the agreed schedule.

Term and Termination

The term of this Proposal commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Proposal.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and materials procured through the effective date of termination, including non-cancellable commitments made by Provider.

Confidentiality

"Confidential Information" means 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. Each party shall: (a) use Confidential Information only for the performance or enforcement of this Proposal; (b) restrict disclosure to employees or contractors with a need to know and who are bound to protect confidentiality; and (c) exercise no less than a reasonable degree of care to prevent unauthorized disclosure. Confidentiality obligations do not apply to information that is publicly known through no breach, independently developed without use of Confidential Information, or required to be disclosed by law provided the disclosing party gives prompt notice to permit protective measures.

Change Orders

Any changes to the Scope of Work or schedule shall be documented as a written change order signed by authorized representatives of both parties. Change orders shall include a description of the change, impact on price, and schedule adjustments. Provider shall not be required to perform out-of-scope work without an executed change order.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days following acceptance, and that installed equipment will carry the manufacturer’s standard warranty where applicable. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in performing its obligations under this Proposal, provided the indemnified party provides prompt written notice of the claim and cooperates in the defense.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Proposal, together with any written change orders signed by authorized representatives, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Project Contacts

Assumptions and Exclusions

Acceptance

By signing below, the parties agree that this Proposal accurately describes the work to be performed and the terms that will govern the engagement. Upon signature by both parties, this Proposal will become binding and authorizes Provider to commence work consistent with the Payment Terms and schedule herein.

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