Server Installation Proposal

SERVER INSTALLATION PROPOSAL

This Server Installation Proposal (the "Proposal") is entered into by the following parties:

Client Name:     Provider Name:

WHEREAS

1. WHEREAS, Client requires installation, configuration, testing, and handover of server hardware and software at the site identified below to support Client's business operations; and

2. WHEREAS, Provider represents that it possesses the technical expertise, personnel, licenses, and insurance necessary to perform the services described in this Proposal and agrees to perform such services subject to the terms and conditions set forth herein.

3. WHEREAS, the parties desire to set forth the Scope of Work, payment terms, scheduling, and other contractual provisions governing the installation and acceptance of the server systems.

PROJECT OVERVIEW

Brief summary of the work to be performed:

SITE AND CONTACT INFORMATION

EQUIPMENT, MATERIALS, AND SERVICES

The following equipment, materials, and services are proposed. Provider warrants that all equipment is new or, if specified, refurbished with full disclosure prior to purchase.

PAYMENT TERMS

Total Project Fee:

Payment Schedule:

Late Payment: Late payments shall incur interest at on overdue balances, plus any collection costs and reasonable attorneys' fees incurred to recover amounts due.

SCHEDULE AND ACCEPTANCE

Installation Start Date:     Estimated Completion Date:

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Proposal for material breach by the other party if the breach remains uncured for days after written notice. Termination for convenience by Client requires days' prior written notice and payment for work performed and materials procured to date.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public technical, business and financial information disclosed by the other party in connection with this Proposal ("Confidential Information"). Confidential Information shall not include information that is publicly known, rightfully received from a third party without restriction, or independently developed. The receiving party shall use Confidential Information only for performance under this Proposal and shall not disclose it without prior written consent of the disclosing party, except as required by law with prior notice to the disclosing party where permitted.

WARRANTY, INSURANCE, AND LIABILITY

Provider warrants that services will be performed in a professional manner in accordance with industry standards for a period of months from acceptance. Provider's sole obligation under this warranty shall be to correct defects reported during the warranty period. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Provider shall maintain commercial general liability and professional liability insurance appropriate to the scope of work. Neither party shall be liable to the other for consequential, incidental, or punitive damages except for breaches involving confidentiality, willful misconduct, or gross negligence. Aggregate liability shall be limited to direct damages not to exceed the total fees paid under this Proposal.

CHANGE ORDERS

Any change to the Scope of Work, schedule, or price must be documented in a written change order signed by authorized representatives of both parties. Provider shall not be obligated to perform work outside the agreed Scope of Work without such a signed change order.

GOVERNING LAW; ENTIRE AGREEMENT

This Proposal shall be governed by and construed in accordance with the laws of the state identified by Client's principal place of business. Any dispute arising under or in connection with this Proposal shall be resolved in the courts of that jurisdiction unless the parties agree otherwise in writing.

This Proposal, including any fully executed change orders and attachments, 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.

MISCELLANEOUS

Notices required under this Proposal shall be in writing and delivered to the addresses set forth in the parties' contact information. If any provision of this Proposal is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acceptance: Client acknowledges acceptance of this Proposal by signing below. Provider will schedule work upon receipt of the required deposit and executed Proposal.

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