Technology Equipment CPU Refresh

TECHNOLOGY EQUIPMENT CPU REFRESH AGREEMENT

Parties

RECITALS

WHEREAS, Client desires to refresh central processing unit (CPU) equipment and related hardware to improve performance, reliability, and maintainability of Client's computing environment; and

WHEREAS, Vendor represents that it has the experience, personnel, and resources required to supply, deliver, install, and commission replacement CPU hardware and perform related migration, asset tagging, and decommissioning services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the equipment replacement and associated services on the terms and conditions set forth in this Agreement, effective as of the Effective Date: Effective Date:

SCOPE OF WORK

Vendor shall provide the supply, delivery, installation, configuration, testing, and handover of replacement CPU equipment and any ancillary services explicitly described in this Section. Services shall include equipment staging, on-site installation, firmware and basic OS compatibility validation, and removal or decommissioning of replaced units in accordance with Client direction.

PAYMENT TERMS

Client shall pay Vendor for the goods and services performed under this Agreement in accordance with the schedule and amounts set forth below. All amounts are stated in the agreed currency and exclusive of any applicable taxes unless otherwise specified.

Invoices shall be submitted in writing to Client and are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall bear interest at percent per month or the highest lawful rate, whichever is less, calculated monthly from the date due until paid.

TERM AND TERMINATION

This Agreement commences on the Term Start Date: and, unless earlier terminated in accordance with this Section, shall terminate on Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and goods delivered prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" includes non-public business information, technical data, designs, specifications, pricing, personnel information, and other information clearly designated as confidential. Each receiving party shall (a) hold the Confidential Information in strict confidence, (b) use it only as necessary to perform under this Agreement, and (c) limit disclosure to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes public without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Confidentiality obligations shall continue for years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

WARRANTY; ACCEPTANCE

Vendor warrants that the equipment supplied shall be free from defects in material and workmanship for a period of ninety (90) days from the date of final acceptance unless a longer OEM warranty applies. Vendor will, at its option, repair or replace defective equipment discovered during the warranty period. Client's acceptance shall occur following successful completion of the acceptance testing described in the Scope of Work. Any latent defects discovered thereafter shall be addressed as provided by the warranty.

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from willful misconduct or intentional breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential, punitive, or lost profits damages. Each party shall defend, indemnify, and hold harmless the other from third-party claims arising from its negligent acts or omissions in the performance of this Agreement, subject to any limitations on liability set forth elsewhere in this Agreement.

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 law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments, and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now