EQUIPMENT INSTALLATION AGREEMENT

This Equipment Installation Agreement (the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY],  having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE CLIENT],  having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the business of providing various equipment services.
2. The Client desires to engage the Company for installation of the Equipment at the premises specified by the Client.
3. Both the parties are duly authorized and have the capacity to enter into and perform this contract;
4. The Parties affirm to understand all of the provisions contained in this agreement, and in case either party requires clarification as to one or more of the provisions contained herein, the said party has requested clarification or otherwise sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Company” shall mean an individual or entity who provides installation and maintenance services.
   2. “Equipment” shall mean equipment as mentioned in this agreement.
   3. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Client) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. EQUIPMENT DETAILS
   1. The description along with the serial number, brand and model value of the equipment is [INSERT THE DETAILS OF THE EQUIPMENT].
4. SCOPE OF SERVICES
   1. The Company agrees to install the equipment at the premises specified by the Client [INSERT LOCATION AND LIST OF EQUIPMENTS TO BE INSTALLED].
5. PAYMENT
   1. In consideration for the installation services, the Client shall pay [INSERT THE AMOUNT TO BE PAID TO CLIENT IN CONSIDERATION OF INSTALLATION SERVICES] to the Company. Payment billed shall be due and payable upon the Company providing the Client with an invoice. All payments made to the Company under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENTS SHALL BE MADE]. The Client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
6. INSPECTION AND ACCEPTANCE
   1. Client shall have [INSERT THE NUMBER OF DAYS FROM THE DATE OF INSTALLATION WITHIN WHICH THE CLIENT SHALL HAVE OPPORTUNITY TO INSPECT THE EQUIPMENT AND NOTIFY COMPANY OF ANY DEFECTS AND DAMAGES] days from the date of installation to inspect the Equipment and notify Company of any defects and damages.
   2. Upon the Client taking physical possession of the equipment or the expiration of the inspection period without the Client reporting any defects or damages, the Client acknowledges that the Equipment is in good condition and that the Client is satisfied with the same.
7. INSTALLATION AND MAINTENANCE
   1. Company agrees to install the said equipment at the Client’s premises in a workmanlike manner consistent with industry standards. Client shall provide reasonable access to the premises and any necessary assistance to facilitate the installation process.
   2. Upon completion of the installation, Company shall notify the Client, and Client shall promptly inspect the installed equipment to ensure it meets the agreed-upon specifications.
   3. Company shall ensure that the installation is performed in a professional manner and in compliance with all applicable laws and regulations.
   4. Company agrees to provide free maintenance services to Client for [INSERT THE MONTHS FOR WHICH COMPANY SHALL AGREE TO PAY FREE MAINTENANCE SERVICES FOR CLIENT] number of months from the date of Installation of the Equipment. Client shall pay for the damage and repair of the parts and items of the Equipment.
   5. The Company shall assign, if required only those personnel who can perform the maintenance services diligently and in a professional manner, applying their expertise and best efforts as agreed upon by the parties.
   6. The Company shall be available to offer consultation and support to address any equipment related inquiries or concerns raised by the Client during the term of this agreement.
   7. Client acknowledges that the Installation Services does not include any service beyond the defined services unless explicitly agreed upon in writing and subject to additional fees and terms.
8. COMPANY’S OBLIGATION
   1. The Company shall diligently and professionally in good-faith perform the Installation services.
   2. The Company commits to providing qualified and trained personnel to perform the Installation services and agrees to ensure that its personnel receive appropriate training and certifications as required by the agreement or applicable laws.
   3. The Company shall be available to offer consultation and support to address any related inquiries or concerns raised by the Client during the term of this agreement.
   4. The Company shall have the liability to replace or promptly remedy any defect in the Equipment as informed by the Client during the inspection period.
   5. The Company shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
9. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, related to equipment to the Company in order to render the Services as per the agreed terms and conditions of this Agreement.
   2. The Client shall not engage in any activity that may violate the guidelines or compromise the integrity of the Installation services.
   3. The Client shall provide timely payments to the Company for the services as per the agreed terms and conditions.
   4. The client shall not disclose any confidential information of the Company to any third-party without the prior permission from the Client.
10. LIMITATION OF LIABILITY
    1. In no event shall either party be liable with respect to any subject matter of this agreement for loss of profits, cost of procurement of substitute goods or services, or incidental, indirect, special, consequential or other similar damages under any contract, negligence, strict liability or other legal or equitable theory. Except with respect to a breach of this agreement, the liability of either party for any claim arising out of or in connection with this agreement shall not exceed the amount paid by Client with respect to the Equipment giving rise to such claim.
11. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this AGREEMENT or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. CONFIDENTIALITY
    1. The contents of the present Agreement, the terms, and conditions of cooperation between the Parties, and the information disclosed by the Parties to each other as part of the present Agreement shall constitute a commercial secret.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
13. FORCE MAJEURE
    1. No failure or omission by the Company or the Client in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Client, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS SHALL BE APPLICABLE] irrespective of where the Vending machine is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Company and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL BE APPLICABLE] then in force.
17. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF CLIENT]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]