Server Rack Installation Agreement

SERVER RACK INSTALLATION AGREEMENT

Parties

This Server Rack Installation Agreement ("Agreement") is entered into as of by and between (hereinafter "Client") and (hereinafter "Provider").

Recitals

WHEREAS, Client requires installation, mounting, cabling, and configuration services for server racks and associated equipment at Client's premises located at ;

WHEREAS, Provider represents that it has the necessary expertise, certifications, tools, and personnel to perform professional server rack installation and related services consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

Scope of Work

Provider shall furnish all labor, equipment, tools, materials, supervision, and testing required to perform the services described in this Agreement (the "Services"). Services include, without limitation, delivery, assembly, anchoring, grounding, cable management, labeling, power distribution unit (PDU) mounting, airflow management, and equipment mounting for up to rack(s) at the installation location. Provider will comply with applicable codes and Client site access rules.

Payment Terms

Client shall pay Provider for Services in accordance with the following terms. Unless otherwise agreed in writing, fees are exclusive of taxes and duties.

Any undisputed amount not paid within days after invoice due date shall accrue interest at a rate of % per month (or the maximum permitted by applicable law), plus reasonable collection costs.

Provider shall indicate whether materials are included in the Contract Amount. Select applicable option:

Materials included in price Client will provide equipment

Term and Termination

This Agreement shall commence on the Start Date and continue until the Completion Date unless earlier terminated in accordance with this Section. The term dates are:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice. Provider may suspend Services if Client fails to pay undisputed amounts when due, provided Provider gives five (5) days' prior written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and operational information disclosed by one party to the other, including network diagrams, passwords, security procedures, pricing, and customer data. Confidential Information does not include information that (a) is or becomes public without breach of this Agreement; (b) was rightfully known by the recipient prior to disclosure; (c) is received from a third party without obligation of confidentiality; or (d) is independently developed.

The recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, subcontractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise reasonable care to protect Confidential Information. These obligations shall survive termination for a period of three (3) years; however, trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Insurance and Indemnification

Provider shall maintain commercial general liability insurance, workers' compensation and, where applicable, professional liability coverage in amounts customary for the industry. Provider agrees to indemnify, defend and hold harmless Client from claims, damages or liabilities arising from Provider's negligence or willful misconduct in performing the Services, except to the extent caused by Client's negligence or breach of this Agreement.

Warranties

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of this warranty shall be to re-perform nonconforming Services at no additional charge or, if Provider cannot cure, to refund the portion of the fee attributable to the nonconforming Services. All other warranties, express or implied, are disclaimed to the fullest extent permitted by law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve disputes informally prior to initiating litigation. Venue for any litigation shall lie in the state and federal courts located in the county of the governing law state unless the parties agree otherwise in writing.

Entire Agreement

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

Additional Provisions

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