Replacement Display Template

REPLACEMENT DISPLAY TEMPLATE

This Replacement Display Template (the "Agreement") is entered into by and between Client Name: and Supplier Name: as of the Effective Date set forth below.

RECITALS

WHEREAS, Client operates retail or exhibition locations at which physical display units are installed and desires to replace one or more display units with a replacement display manufactured, supplied, or installed by Supplier; and

WHEREAS, Supplier represents that it has the capability and experience to supply, deliver, install, and, where applicable, remove existing displays and provide any associated electrical or mounting work in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will perform replacement display services for Client.

SCOPE OF WORK

Supplier shall furnish all labor, materials, equipment, supervision, permits, and services necessary to perform replacement of display unit(s) as described below and in any attached specifications. The work shall include removal of existing display where indicated, delivery of replacement display, installation, testing, and cleanup.

PAYMENT TERMS

Client will pay Supplier for the work described in this Agreement in accordance with the following payment provisions.

Invoices submitted by Supplier shall be due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of % per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until completion of the Scope of Work unless earlier terminated as provided below.

Effective Date:

Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other relating to business operations, technical specifications, pricing, designs, customer lists, or other proprietary matters. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party except as necessary to perform this Agreement and subject to written obligations of confidentiality; and (c) use such information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not include information that is or becomes public through no fault of the receiving party, was already known by the receiving party prior to disclosure, or is lawfully received from a third party without breach of an obligation of confidence. Upon termination or at the disclosing party's request, the receiving party shall promptly return or destroy Confidential Information and certify in writing that it has done so.

LIMITATION OF LIABILITY & INDEMNITY

Each party's aggregate liability to the other for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total amount paid or payable by Client under this Agreement. Neither party shall be liable for incidental, consequential, special, punitive, or exemplary damages. Supplier shall indemnify and hold Client harmless from claims arising out of Supplier's negligence or willful misconduct in performing the work, subject to the limitation of liability set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, and written change orders executed by both parties, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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