Technology Equipment Automated Devices Document

Technology Equipment Automated Devices Document

This Agreement is entered into as of the Effective Date set forth below by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider is engaged in the design, manufacture, installation and maintenance of technology equipment and automated devices, including but not limited to kiosks, point-of-sale terminals, sensors, and related hardware and software ("Automated Devices"); and

WHEREAS, Client desires to acquire Automated Devices and associated services from Provider for deployment at Client locations, and Provider agrees to supply, install and support such Automated Devices under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the supply, installation, operation, maintenance, data handling and ownership of such Automated Devices;

DEFINITIONS

For purposes of this Agreement, "Equipment" means the tangible Automated Devices and associated peripheral hardware described in the Equipment Inventory below; "Services" means installation, configuration, maintenance, support and training services provided by Provider; and "Data" means all electronic information generated, collected or transmitted by the Equipment in the course of operation.

SCOPE OF WORK

EQUIPMENT INVENTORY AND SPECIFICATIONS

The parties acknowledge that the Equipment to be supplied, installed and maintained under this Agreement is identified as follows. The Equipment list may be amended by mutual written agreement.

PAYMENT TERMS

Total Contract Amount:

Invoices are due within days of receipt. Late payments shall bear interest at % per month or the maximum allowed by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice; termination for convenience shall not relieve Client of payment obligations for Services and Equipment rendered prior to the effective termination date.

CONFIDENTIALITY

Each party agrees to maintain in confidence and not disclose Confidential Information of the other party except as required to perform its obligations under this Agreement or as required by law. "Confidential Information" includes technical specifications, source code, firmware, device configurations, Data and any commercially sensitive information disclosed in connection with the Equipment or Services. The receiving party shall use at least 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.

DATA, PRIVACY AND INTELLECTUAL PROPERTY

Provider shall comply with applicable privacy and data protection laws in the collection, storage and processing of Data generated by the Equipment. Unless otherwise agreed in writing, Client owns Data collected by the Equipment. Provider retains ownership of pre-existing software, firmware and tools and grants Client a non-exclusive, non-transferable license to use Provider software solely to operate the Equipment for Client's internal business purposes during the term of this Agreement. Client shall not reverse engineer or sublicense Provider software without Provider's prior written consent.

MAINTENANCE, WARRANTY AND LIMITATION OF LIABILITY

Provider shall provide maintenance and support as described in the Scope of Work. Provider warrants that Equipment will materially conform to specifications for a period of months from the date of installation. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED to the amount actually paid by Client to Provider under this Agreement in the prior twelve (12) months.

INSURANCE AND INDEMNITY

Each party shall maintain insurance customary for its business operations. Provider agrees to indemnify and hold Client harmless from third-party claims arising from Provider's negligence in installation or maintenance of the Equipment, and Client agrees to indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the Equipment or data handling practices, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits and approved change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

NOTICES

MISCELLANEOUS TERMS

Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in full force. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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