Equipment Procurement Services Agreement

This Equipment Procurement Services Agreement (this “Agreement”), dated as of [DATE] (the “Effective Date”), is entered into by and between [COMPANY], a [STATE] corporation with offices located at (“Service Provider”), and [CUSTOMER NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY], with offices located at [ADDRESS] (“Customer”).

RECITALS

WHEREAS, the parties are in the process of neto

Services. Service Provider shall provide to Customer the services (the “Services”) set out in Exhibit A. Service Provider shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, licenses, and qualifications; (c) in a timely, workmanlike, and professional manner; (d) in accordance with [the highest professional/generally recognized industry] standards in Service Provider's field; and (e) to the [reasonable] satisfaction of Customer. [Service Provider shall comply with all Customer rules, regulations, and policies when providing the Services.] Nothing in this Agreement shall be construed to prevent Customer from itself performing or from receiving services from other providers that are similar or identical to the Services. Service Provider shall not subcontract the Services.

Fees and Expenses. For the Services to be performed hereunder, Customer shall pay to Service Provider (against Service Provider's invoice) a fixed fee of $[NUMBER] [per month/[TIME PERIOD]] (the “Fee”) within [NUMBER] days after the end of [the Term/each month/[TIME PERIOD]], provided that Service Provider has furnished a correct invoice and completed the Services to Customer's [reasonable] satisfaction (as set out in Section 1). The Fee is inclusive of the cost of all materials used for the provision of the Services. Customer shall reimburse Service Provider only for expenses that have been pre-approved in writing by Customer [in its [reasonable] discretion], within [NUMBER] days of receipt by Customer of Service Provider's invoice, which shall be accompanied by receipts and supporting documentation [[reasonably] acceptable to Customer] and conform to the requirements of Customer's then-standard expense reimbursement policy[, a copy of which is available online at [LINK]][, and Service Provider acknowledges it has [received and] reviewed such policy].

[Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Customer. Service Provider agrees, and shall cause its employees (collectively, “Service Provider Personnel”) to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Customer. To the extent that any of the Deliverables do not constitute a “work made for hire,” Service Provider hereby irrevocably assigns, and shall cause the Service Provider Personnel to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Service Provider shall cause Service Provider Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Service Provider Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.]