Wireless Equipment Agreement

WIRELESS EQUIPMENT AGREEMENT

This Wireless Equipment Agreement (the Agreement) is entered into as of by and between Provider Name: and Client Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Provider is engaged in the business of supplying, installing, maintaining and supporting wireless communications equipment and related hardware; and

WHEREAS, Client desires to obtain from Provider certain wireless equipment and related services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to supply, installation, payment, ownership, maintenance and return of wireless equipment.

SCOPE OF WORK

Provider shall supply, install and commission the wireless equipment and perform the services described in the scope below. Provider will perform such services in a professional and workmanlike manner consistent with industry standards.

Provider retains title to the equipment and grants Client a limited right to use during the Term.

Client receives title to specified equipment upon full payment in accordance with Payment Terms.

PAYMENT TERMS

Client shall pay Provider for equipment, installation and services as follows. Unless otherwise agreed in writing, all amounts payable under this Agreement are in United States Dollars and are non-refundable except as expressly provided.

Overdue payments shall accrue a late fee of % per month on the outstanding balance, or a flat late fee of USD, whichever is greater, plus reasonable collection costs and attorneys' fees incurred by Provider.

TERM AND TERMINATION

The Term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall (a) hold Confidential Information in confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound to protect such information on terms at least as protective as this Agreement. The foregoing shall not apply to information that is publicly available, rightfully received by a Party without obligation of confidentiality, independently developed without use of the other's Confidential Information, or required to be disclosed by law or regulation, provided notice is given to the disclosing Party where permissible.

INSURANCE, INDEMNITY AND LIABILITY

Provider shall maintain insurance customary for the size and scope of the work, including commercial general liability and, where applicable, workers' compensation and automobile liability. Client shall maintain such property and casualty insurance as reasonably necessary while equipment is on Client's premises.

Each Party shall indemnify, defend and hold harmless the other Party from and against claims, damages and liabilities to the extent caused by the indemnifying Party's negligence or willful misconduct in connection with the performance of this Agreement. Except for willful misconduct or gross negligence, neither Party's aggregate liability for any claim arising under this Agreement shall exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

INSPECTION AND ACCEPTANCE

Client shall inspect and test delivered equipment promptly and shall notify Provider in writing of any nonconformity within days of delivery. Failure to provide timely written notice shall constitute acceptance of the equipment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with all schedules and exhibits attached hereto and any written change orders executed by authorized representatives of the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, oral or written.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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