Wireless Bridges Agreement

WIRELESS BRIDGES AGREEMENT

This Wireless Bridges Agreement (the Agreement) is entered into as of (Effective Date), by and between with principal address (Client), and with principal address (Provider).

RECITALS

WHEREAS, Provider designs, supplies, installs and configures wireless bridge equipment and associated services for the purpose of transmitting data between discrete sites; and

WHEREAS, Client desires to retain Provider to supply and install wireless bridges and provide related maintenance and commissioning services at the locations specified in this Agreement, and Provider is willing to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Provider the total contract sum of USD for the services and equipment described herein, subject to the following payment schedule:

Late payments shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by law if lower. Provider may suspend services or withhold equipment for accounts more than days past due.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Notices of termination shall be provided in writing and delivered to the addresses listed below with at least days' prior notice for termination for convenience.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes design documents, site plans, security credentials, software configurations, and pricing.

Each receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with reasonable protective measures.

5. WARRANTIES, LIMITATIONS AND INDEMNITY

Provider warrants that equipment supplied shall be new or in good working condition and that installation services shall be performed in a professional and workmanlike manner consistent with industry standards for wireless bridge installation. Except as set forth in this paragraph, Provider disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, special or consequential damages.

6. MAINTENANCE, SUPPORT AND ACCEPTANCE

Provider shall provide commissioning and acceptance testing as described in the Scope of Work. Following installation and testing, Client shall have days to perform acceptance tests and either provide written acceptance or identify deficiencies. Provider will remedy reported deficiencies at no additional charge if within the warranty period.

7. INTELLECTUAL PROPERTY

Each party retains all right, title and interest in its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use software and configurations supplied solely for Client's internal use in connection with the installed wireless bridges. Modifications or reverse engineering of Provider software are prohibited.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT

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

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business or assets. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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