OEM Business Services Agreement

OEM BUSINESS SERVICES AGREEMENT

This OEM Business Services Agreement (the Agreement) is entered into effective as of (Effective Date) by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing original equipment manufacturer (OEM) integration, assembly, configuration, and related support services; and

WHEREAS, Client seeks to retain Service Provider to perform certain OEM-related services described in Section 1 below on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the services, payment and confidentiality matters set forth herein.

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the specifications, timelines and acceptance criteria agreed by the parties.

2. PAYMENT TERMS

Client agrees to pay Service Provider for the performance of the Scope of Work as follows:

Late payments shall accrue interest and fees as set forth below.

3. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach 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 expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information, technical data, trade secrets, know-how, business plans, customer lists, pricing, designs and specifications disclosed by one party (Disclosing Party) to the other (Receiving Party) whether in writing, orally or by any other means.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Receiving Party shall return or destroy Confidential Information upon written request of Disclosing Party or upon termination of this Agreement, except to the extent retention is required by law for internal recordkeeping.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party to permit a protective order or other remedy.

5. INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Service Provider shall maintain commercially reasonable liability and workers' compensation insurance while performing services under this Agreement.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within 30 days, disputes shall be resolved by the courts located in the chosen jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of all or substantially all assets to which this Agreement relates. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

APPENDIX / NOTICES

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