Networking Equipment Router and Switch

GENERAL BUSINESS AGREEMENT — NETWORKING EQUIPMENT (ROUTER AND SWITCH)

This General Business Agreement (the Agreement) is made as of Agreement Date: by and between Client Name: and Provider Name: . Client and Provider are each a Party and together the Parties.

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, configuring and installing networking equipment, including routers and switches, and possesses the technical expertise and personnel required to perform such services; and

WHEREAS, Client desires to procure from Provider certain networking equipment and related services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish their respective rights and obligations with respect to supply, delivery, installation, acceptance, payment and confidentiality of the equipment and services.

1. SCOPE OF WORK

Provider shall supply, configure, install and commission the networking equipment described in the Equipment List below and shall perform related services including testing, documentation and training as specified. Provider will perform work in a professional manner consistent with industry standards.

Equipment Condition: New Refurbished Used

2. DELIVERY, INSTALLATION AND ACCEPTANCE

Delivery Location:

Estimated Delivery Date:

Acceptance Testing: Client shall have a reasonable period of no less than following installation to perform acceptance testing. Equipment failing acceptance shall be corrected by Provider at Provider's expense.

3. PAYMENT TERMS

Total Contract Price: $

Late Payment: Any undisputed amount not paid when due shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs.

4. TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within after written notice. Termination for convenience by Client requires prior written notice and payment for all services performed and equipment delivered through the effective date of termination.

5. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to any third party any non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information includes technical specifications, network designs, software configurations and pricing. Recipient shall use Confidential Information only for performance under this Agreement and shall protect it with the same degree of care it uses for its own confidential information, but in no event less than a reasonable standard of care.

Confidentiality obligations shall not apply to information that is publicly available through no fault of Recipient, rightfully received from a third party without restriction, independently developed without use of Confidential Information, or required to be disclosed by law or valid subpoena (provided Recipient gives prompt notice when permitted).

6. WARRANTIES; LIABILITY

Provider warrants that equipment supplied will be free from material defects in materials and workmanship under normal use for a period of . Provider's sole obligation under this warranty shall be to repair or replace defective equipment at Provider's option. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total amount paid by Client under this Agreement for the affected equipment or services.

7. INSURANCE AND INDEMNIFICATION

Provider shall maintain insurance coverage customary for its industry, including commercial general liability and, where applicable, professional liability coverage. Provider shall indemnify and hold harmless Client from and against third party claims arising out of Provider's negligent acts or omissions in performing the Services, subject to the limitations set forth in this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

10. NOTICES

Notices shall be sent to the addresses above and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail when sent by certified mail, return receipt requested.

SIGNATURES

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