Replacement Devices Agreement

REPLACEMENT DEVICES AGREEMENT

This Replacement Devices Agreement (the Agreement) is entered into as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client operates equipment or systems that rely upon certain hardware devices and requires timely replacement in specified circumstances to maintain operations;

WHEREAS, Provider supplies replacement devices and associated configuration and testing services and agrees to provide such replacement devices under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment obligations, and protections with respect to the supply and installation of replacement devices.

DEFINITIONS

"Replacement Devices" means the hardware units provided by Provider to replace existing devices identified in the Scope of Work. "Effective Date" means the date specified above as agreement_date. "Standard Configuration" means Provider's customary settings and software load for the device type unless otherwise specified in the Scope of Work.

SCOPE OF WORK

Provider will supply, configure, deliver, and, if applicable, install the replacement devices described below. Provider will also perform functional testing and provide documentation of the replaced units and their serial numbers.

REPLACEMENT DEVICES

For each replacement device supplied, Provider will record device details and Client will accept delivery subject to accepted condition and serial number verification. Client will return replaced units in accordance with the Return Requirements below.

PAYMENT TERMS

Client shall pay Provider for replacement devices and services in accordance with the amounts and schedule below.

Invoices will be issued by Provider in writing and are payable within the period specified in the Payment Schedule. Client shall not withhold or offset payments except as expressly permitted by this Agreement or by written agreement of the parties.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of Provider's obligations or until terminated as provided below.

Start Date: — End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period above after written notice. Termination shall not relieve Client of the obligation to pay for services and devices supplied prior to termination.

CONFIDENTIALITY

Each party agrees to hold confidential all non-public information disclosed by the other party in connection with this Agreement, including technical specifications, device serial numbers, and support procedures. Confidential information shall not include information that (i) is or becomes public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed.

Receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations of confidentiality survive termination for a period of three years unless otherwise required by law.

RISK OF LOSS, OWNERSHIP, AND RETURNS

Title to replacement devices transfers to Client upon Provider's receipt of payment in full unless parties agree otherwise in writing. Client is responsible for the devices upon delivery and for return shipping of replaced units in accordance with Provider's return instructions. Charges for replacement devices are due notwithstanding any delay in Client's return of replaced units unless Provider expressly agrees in writing to a credit or waiver.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

Provider warrants that replacement devices will materially conform to the manufacturer's specifications for a period specified in the Scope of Work. Except for the warranty expressly stated, Provider disclaims all other warranties, express or implied. In no event shall Provider be liable for incidental, consequential, special, or punitive damages arising from supply of replacement devices, and Provider's aggregate liability under this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement for the specific replacement devices at issue.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against third-party claims arising from its gross negligence or willful misconduct in performing its obligations under this Agreement. A party seeking indemnification shall provide prompt written notice of any claim and cooperate reasonably in the defense and settlement of such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice-of-law principles.

NOTICES

All notices under this Agreement shall be in writing and delivered to the contact information provided below or to such other address as a party designates by written notice.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives.

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