Technology Laptops Proposal

TECHNOLOGY LAPTOPS PROPOSAL

Client Name:    Client Contact:

Vendor Name:    Vendor Contact:

RECITALS

WHEREAS, Vendor is engaged in the business of supplying, configuring, and supporting laptop computers and related services, and has represented that it possesses the expertise, personnel and resources necessary to supply the equipment and services described in this Proposal; and

WHEREAS, Client desires to procure from Vendor certain laptop hardware, software preload and related professional services on the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend this Proposal to set forth the scope, pricing and contractual terms that will govern supply, delivery, installation and acceptance of the equipment and services described herein.

SCOPE OF WORK

Vendor will provide the following services and deliverables to Client pursuant to this Proposal. Services will be performed in a professional and workmanlike manner consistent with industry standards.

ITEMIZED EQUIPMENT & PRICING

Complete description for each line item, quantity and unit price. Line totals represent unit price multiplied by quantity; taxes and fees shown separately.

PAYMENT TERMS

Payment shall be made in accordance with the schedule below. All amounts referenced are in the currency specified by the parties and are due net as provided. Vendor will invoice Client in writing for all amounts due.

Invoices not paid within thirty (30) days of the invoice date shall accrue interest at the rate specified above and Vendor may suspend performance or withhold delivery until past due amounts and any accrued interest are paid. Client remains liable for collection costs, including reasonable attorneys' fees, for unpaid balances.

TERM AND TERMINATION

This Proposal and any resulting Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date or until full performance by both parties.

Start Date:    End Date:

Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of payment obligations for goods and services delivered or performed prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Proposal it may receive Confidential Information of the other party. "Confidential Information" means information marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party agrees to: (i) use Confidential Information only to perform its obligations under this Proposal; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except as necessary to perform this Proposal or as required by law.

DELIVERY, ACCEPTANCE & WARRANTY

Vendor shall deliver the equipment to the location specified by Client, provide reasonable onsite or remote installation as specified in the Scope of Work, and permit Client to conduct acceptance testing during the acceptance period. Unless otherwise specified herein, acceptance shall occur when Client confirms functionality in writing or fails to provide written rejection within the acceptance testing period.

Vendor warrants that hardware supplied under this Proposal will be free from defects in materials and workmanship for the warranty period specified below, subject to Vendor's standard warranty terms. Warranty remedies are limited to repair or replacement of defective components.

GOVERNING LAW

This Proposal and any resulting Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of state and federal courts in that state for any dispute arising out of this Proposal.

ENTIRE AGREEMENT

This Proposal, together with any documents incorporated by reference and any executed statement(s) of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that each has had the opportunity to seek independent legal advice with respect to this Proposal.

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