Tradeup Proposal View

Tradeup Proposal View

Proposal No.:    Date:

Parties

Recitals

WHEREAS, Proposer is engaged in the sale, trade, or upgrade of equipment and related services and has proposed a tradeup offering to Recipient under the terms set forth herein;

WHEREAS, Recipient wishes to trade certain equipment to Proposer in exchange for upgraded equipment, credit toward new equipment, and/or payment as set forth in this Proposal; and

WHEREAS, the parties desire to record their agreement by means of this Proposal, which when executed by both parties shall constitute a binding agreement between them.

Scope of Work

Payment Terms

Total Consideration to be paid by Recipient to Proposer (net of trade credit): $

Late Payment: Any undisputed past-due amount not received within days of the due date shall incur interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, a late fee of $ may be charged for administrative costs.

Term and Termination

This Proposal shall become effective on the Effective Date: and shall continue until completion of the obligations described in the Scope of Work or until the Termination Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Proposal for convenience upon prior written notice to the other party delivered at least days prior to the intended termination. Termination for cause may occur immediately where the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each party acknowledges that during the performance of this Proposal it may receive or have access to Confidential Information of the other party. "Confidential Information" means all nonpublic information disclosed in connection with this Proposal, whether disclosed orally, in writing, or by inspection, including business plans, pricing, trade-in valuations, technical data, customer lists, and other proprietary information. Each party agrees (a) to keep the Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not to use Confidential Information except as necessary to perform under this Proposal; and (c) not to disclose Confidential Information to any third party except to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach of this Proposal, is already lawfully in the receiving party's possession, or is rightfully obtained from a third party not under an obligation of confidentiality.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Proposal and that the execution and delivery of this Proposal have been duly authorized. Proposer represents that any equipment delivered under this Proposal will be delivered free and clear of liens, encumbrances, and adverse claims, and Recipient represents that it has good title to any trade items offered and authority to transfer them.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of courts located within that State for disputes arising under this Proposal.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Proposal, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Entire Agreement

This Proposal, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. No amendment or modification of this Proposal shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Proposal shall be in writing and shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier, addressed to the parties at their addresses set forth above or to such other address as either party may designate in writing.

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