Workstation Upgrade Form

WORKSTATION UPGRADE AGREEMENT AND REQUEST FORM

Parties and Effective Date

This Workstation Upgrade Agreement (the "Agreement") is entered into as of between:

WHEREAS

1. WHEREAS Client requires hardware and/or software upgrades to a workstation assigned to an employee to meet job requirements and maintain security and performance standards; and

2. WHEREAS Service Provider represents that it possesses the technical expertise, personnel, and authority to perform the requested upgrades in accordance with Client policies and industry best practices; and

3. WHEREAS the parties desire to set forth the scope, payment, timelines, confidentiality, and other terms governing the workstation upgrade.

Scope of Work

The Service Provider shall perform the upgrades and related services described below. The description must include technical specifications, configuration, testing, and deliverables. Any deviation from this Scope of Work requires written approval by both parties.

Requested Upgrades (check all that apply and provide specifications)

RAM upgrade to

Storage upgrade to

CPU upgrade to

GPU addition or upgrade

Monitor / peripherals

OS reinstall / reimage

Other:

Payment Terms

The Client agrees to pay the Service Provider for materials, labor, and approved incidentals in accordance with the terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on the Start Date and continues until the completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the Notice Period after written notice specifying the breach. Upon termination, Client shall pay for services performed and materials procured up to the termination date; Service Provider shall return or dispose of Client data and property as directed and documented.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive confidential or proprietary information of the other party. Each party agrees to: (a) hold such information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees, contractors or agents who need access to perform this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential information does not include information that is or becomes generally available to the public through no act or omission of the receiving party, or that is independently developed without use of the disclosing party’s confidential information.

Acceptance and Warranty

Upon completion of the Scope of Work, the Service Provider shall perform acceptance testing in accordance with the Acceptance Criteria below. Client shall have a reasonable period to test and either accept or reject the Work. Service Provider warrants that labor will be performed in a professional manner and that replacement hardware and installation shall be free from defects for a warranty period of unless otherwise specified in writing.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party’s aggregate liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the fees paid by Client to Service Provider under this Agreement for the specific upgrade. Neither party shall be liable for special, incidental, consequential or punitive damages.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Client's principal place of business. The parties hereby consent to exclusive jurisdiction of the state and federal courts located in that jurisdiction for any disputes arising out of this Agreement. This Agreement, together with any attachments and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Service Provider shall maintain appropriate insurance coverage and comply with applicable laws and Client policies while on Client premises. Service Provider shall ensure that any subcontractors comply with the terms of this Agreement. Any equipment replaced becomes Client property unless otherwise agreed in writing; disposal of electronic media must follow Client data destruction policies.

Approvals

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