Server Replacement Agreement

SERVER REPLACEMENT AGREEMENT

This Server Replacement Agreement (the Agreement) is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client operates information technology systems for which certain server hardware requires replacement, upgrade, or refurbishment; and

WHEREAS, Service Provider represents that it has the technical expertise, equipment, personnel, and authority to perform the server replacement, configuration, and validation services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the replacement and Client will accept and pay for said services.

SCOPE OF WORK

Service Provider shall provide all labor, materials, tools, supervision and project management necessary to replace and commission server equipment described below, including removal of existing units (if requested), installation of replacement hardware, system configuration, operating system installation or migration, data migration activities limited to those expressly set forth below, testing and acceptance procedures, and delivery of written acceptance documentation.

PAYMENT TERMS

Total Replacement Price: $

Invoicing and Due Date: Service Provider will submit invoices as indicated above and Client shall remit payment within days of invoice receipt.

Late Payment Remedy: Overdue amounts shall accrue interest at the lesser of % per month or the maximum lawful rate. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue sums.

TERM AND TERMINATION

Term Commencement: Services under this Agreement shall commence on and shall continue until completion of the Scope of Work unless earlier terminated in accordance with this Agreement.

Estimated Completion/End Date:

Termination for Convenience: Either party may terminate this Agreement for any reason upon prior written notice to the other party delivered at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and materials procured through the effective date of termination.

Termination for Cause: Either party may immediately terminate this Agreement if the other party materially breaches an obligation under this Agreement and fails to cure the breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Discloser). "Confidential Information" includes non-public business, technical, and operational information, including system configurations, network diagrams, credentials, and any data migrated in connection with the replacement. Recipient shall use Confidential Information solely to perform obligations under this Agreement, shall protect it with at least the same degree of care it uses to protect its own confidential information, and shall limit access to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

WARRANTY AND LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of months from acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIABILITY OF SERVICE PROVIDER TO CLIENT UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

DISPOSITION OF OLD EQUIPMENT

Provider will handle disposal of replaced equipment as follows (select one):

Provider will remove and dispose of old equipment in accordance with industry-standard environmental and data-sanitization practices.

Provider will return old equipment to Client; Client acknowledges responsibility for data sanitization and subsequent disposal.

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 will attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate.

ENTIRE AGREEMENT

This Agreement, together with any attachments and authorized change orders signed 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 understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

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