Replacement Agreement Firewall

Replacement Agreement — Firewall

This Replacement Agreement — Firewall (the "Agreement") is made and entered into as of by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client desires to replace existing firewall equipment and to obtain installation, configuration, testing, and warranty services for new firewall hardware and associated software ("Replacement Services"); and

WHEREAS, Provider represents that it possesses the requisite expertise, personnel, and resources to supply and perform the Replacement Services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Replacement Services and Client will pay for such services.

Scope of Work

Payment Terms

Total Contract Amount: $ . Client will pay Provider in accordance with the payment schedule below.

Example schedule: Deposit of % due upon execution; remaining balance due within days after completion and successful acceptance testing.

Late Payment: Past due amounts shall accrue interest at % per month (or the highest rate permitted by law), plus reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party; in the event of termination for convenience, Client will pay Provider for all services performed and reasonable, non‑cancelable costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, security, and operational information disclosed by one party to the other in connection with the Replacement Services. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was already in the receiving party's lawful possession; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed. If disclosure is compelled by law, the receiving party shall provide prompt written notice and reasonably cooperate to limit the scope of required disclosure. The confidentiality obligations shall survive termination of this Agreement for years.

Warranties; Limitation of Liability

Provider warrants that Replacement Services will be performed in a professional and workmanlike manner and that hardware and software supplied will be free from material defects for a warranty period of following acceptance. The foregoing warranty does not apply to defects resulting from misuse, unauthorized modification, or external causes beyond Provider's control. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the parties cannot resolve a dispute by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

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

Miscellaneous

Assignment: Neither party may assign this Agreement (including by operation of law) without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or to a successor by merger or sale of substantially all of its assets related to this Agreement.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

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