Networking Router Template

NETWORKING ROUTER TEMPLATE

This Networking Router Agreement ("Agreement") is entered into as of by and between:

Service Provider:

Client:

RECITALS

WHEREAS, Service Provider is engaged in the design, supply, configuration, installation, and support of network routing hardware and related software and services; and

WHEREAS, Client desires to procure routers, related equipment, and configuration services from Service Provider for the purpose of deploying and maintaining a local network identified as ;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such equipment and services.

SCOPE OF WORK

Service Provider shall supply, configure, install, commission, and test networking routers and associated components as described below. Work shall include hardware delivery, firmware installation, configuration of routing protocols, security hardening, physical mounting, cabling where agreed, and handover documentation.

EQUIPMENT INVENTORY

Router Model:   Quantity:

INSTALLATION, TESTING AND ACCEPTANCE

Installation Completion Date:

Client shall have days from installation completion to perform acceptance testing; failure to provide written rejection within that period constitutes acceptance.

PAYMENT TERMS

Invoices are due net days from invoice date. Late payments shall accrue interest at percent per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to network design, configuration, credentials, topology, business terms, or Client data. Receiving party shall: (a) use Confidential Information solely to perform this Agreement; (b) restrict access to employees and subcontractors with a need to know; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidential obligations survive termination for a period of five (5) years.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that hardware supplied will be free from material defects in materials and workmanship for a period of months from acceptance. Software and firmware shall be warranted to conform substantially to the documentation provided at delivery. Remedies for breach of warranty shall be limited to repair or replacement of the defective item or, at Service Provider's option, refund of fees reasonably attributable to the defective item.

Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages. Aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Each party agrees to indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement, subject to the limitations set forth above.

MAINTENANCE AND SUPPORT

Response Time Objective (business hours):

DATA PROTECTION & SECURITY

Each party shall implement and maintain reasonable technical and organizational measures to protect any personal data processed in connection with this Agreement. Service Provider shall not access Customer data except as necessary to perform services, to comply with law, or as permitted in writing.

RETURN OF EQUIPMENT; TITLE AND RISK

Title to equipment passes according to the parties' invoice and payment terms. Upon termination, unless otherwise agreed, Client shall return any loaned equipment in good working order within days; otherwise Service Provider may invoice Client for replacement cost.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by the laws of the state of without regard to conflict of law principles. Any dispute arising out of this Agreement shall be resolved in the courts located in that state, unless the parties agree otherwise in writing.

This Agreement, together with any attachments and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain effective. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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