Touchscreen Service Agreement

TOUCHSCREEN SERVICE AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Service Provider: provides installation, maintenance, repair, and technical support services for commercial touchscreen hardware and associated firmware and software; and

WHEREAS, Client: desires to engage Service Provider to perform touchscreen services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below for the touchscreen devices and related components identified by Client. Services may include, without limitation, installation, calibration, diagnostics, firmware updates, component replacement, on-site repairs, remote troubleshooting, and preventive maintenance as specified.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for Services rendered. Fees are exclusive of applicable taxes unless otherwise stated. Service Provider will invoice Client in accordance with the selected payment schedule.

Unpaid balances past due beyond thirty (30) days shall accrue interest as specified above and Service Provider may suspend services until payment is made. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing the notice period above. Either party may terminate immediately for material breach by the other party if such breach is not cured within fifteen (15) days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (i) already known without restriction, (ii) becomes publicly available other than through breach of this Agreement, or (iii) independently developed without use of the disclosing party's Confidential Information.

Limited Warranty and Exclusions

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days from completion of the services. Parts supplied by Service Provider may carry a separate manufacturer warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

This Agreement does not cover damage resulting from misuse, unauthorized modifications, exposure to environmental extremes, electrical surges, vandalism, or software developed or supplied by third parties unrelated to Service Provider's work, unless otherwise agreed in writing.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, and except for indemnification obligations set forth below, in no event shall either party be liable for special, incidental, indirect, or consequential damages, including lost profits, even if advised of the possibility of such damages. Service Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's misuse of the equipment, failure to follow Service Provider's instructions, or breaches of Client's obligations under this Agreement. Service Provider shall indemnify Client for claims resulting from Service Provider's gross negligence or willful misconduct in performance of the services.

Service Levels, Parts and Travel

Service Provider will use commercially reasonable efforts to respond to service requests within the mutually agreed response time. On-site response, parts replacement, and travel time may be billed separately at rates provided in the invoice or as agreed in writing. Client shall reimburse reasonable travel and lodging expenses when on-site service is performed outside the Service Provider's standard service area, provided such expenses are pre-approved by Client.

Data, Software, and Intellectual Property

Client retains ownership of data and content residing on or transmitted through its devices. Service Provider retains all rights to its pre-existing software, tools, methodologies, and firmware. Any custom software, source code, or deliverables developed specifically for Client under this Agreement shall be owned as agreed in writing; absent express written agreement, Service Provider grants Client a non-exclusive, non-transferable license to use such deliverables for Client's internal purposes.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating legal proceedings. Venue for any litigation shall lie in a court of competent jurisdiction in the jurisdiction specified above.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets, provided the assignee assumes all obligations under this Agreement.

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