Zoom Room Setup Form

Zoom Room Setup Form

This Zoom Room Setup Form (the Agreement) is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client requires procurement, configuration and commissioning of audiovisual and conferencing equipment and related services necessary to enable a Zoom Rooms-capable conference space(s) (the Services); and

WHEREAS, Provider represents that it has the technical capability and experience to perform the Services, including hardware installation, network configuration, account provisioning, and end-user training; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality obligations and other terms governing Provider's delivery of the Services.

SCOPE OF WORK

Services to be provided (check all that apply):

Hardware procurement and delivery

On-site installation and mounting

Network configuration and QoS provisioning

Account provisioning and software licensing setup

End-user training and documentation

Acceptance testing and commissioning

TECHNICAL SPECIFICS

PAYMENT TERMS

Total setup fee: $

Deposit required: $  Due on or before:

Late payment penalty:  Provider reserves the right to suspend Services for delinquent accounts following thirty (30) days' written notice.

TERM AND TERMINATION

Term Commencement Date:  Term Completion Date (estimated):

Either party may terminate this Agreement for convenience upon day(s) prior written notice. Provider may terminate immediately for cause in the event of material non-payment or Client's breach that is not cured within ten (10) days following written notice.

Upon termination, Client shall pay Provider for all Services performed and out-of-pocket expenses incurred through the effective date of termination. Provider will deliver all reasonably necessary documentation and any installed-but-unpaid hardware shall be invoiced at pro rata value.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, business, financial or other information marked confidential or that a reasonable person would understand to be confidential.

Recipient agrees to (a) use Confidential Information solely for the purpose of performing obligations under this Agreement; (b) protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound to confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that (i) is or becomes publicly available through no fault of Recipient; (ii) was already in Recipient's possession without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information. The obligations herein shall continue for from the date of disclosure.

ACCEPTANCE & WARRANTY

Acceptance testing will be conducted following completion of installation. Provider will correct any deficiencies identified during acceptance testing at no additional charge if such deficiencies fall within the agreed Scope of Work. Final acceptance shall occur when Client signs the commissioning acceptance field below or when Client uses the Room for scheduled meetings for a period of five (5) consecutive business days without reporting unresolved defects.

Provider warrants that workmanship will be performed in a professional manner and that installed hardware will operate in accordance with manufacturer's specifications for a period of ninety (90) days following acceptance, subject to manufacturer warranty and normal wear and tear.

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. Venue for any disputes arising under this Agreement shall be in the state or federal courts located in the same state, and each party consents to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous written or oral agreements, proposals, or understandings. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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