Agreement Blank

8/8/2019 Agreement Blank

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Exhibit B - 1

INSTALLATION AGREEMENT

BETWEEN: (Client)

AND: __________________,(___________________)

An ______,_________________

EFFECTIVEDATE: Date last signed

RECITALS

___________________ provides technology design and installation services for health

care practices. Client wishes to retain ___________________ to provide such services on theterms and conditions that follow.

AGREEMENT

1. Services. ___________________ shall provide to Client the services specified inExhibit A (Services). Client may, by written change order, request changes within the generalscope of this agreement, in the schedule, specifications, or quantity of work to be performedunder and pursuant to this agreement, and ___________________ shall be entitled to anadjustment in the price or time of performance required by such change, which shall be agreed toin writing.

2. Compensation. For ___________________s services (and for equipment listed onExhibit A), Client shall pay ___________________ the amounts described on Exhibit A on theterms described in Exhibit B. In addition:

2.1. If ___________________ discovers that an estimate for equipment or Services onExhibit A is less than the actual cost of the equipment or Service (an overage),___________________ shall provide written notice to Client of the overage. If Client approvesan overage, Client shall pay the cost of the overage. If ___________________ finds that aservice took less time than originally scoped ___________________ will reduce the number ofbillable hours to the client to reflect the actual time taken. \

2.2. Client shall pay the amount of any change orders signed by the parties if costs areincreased; client shall have the bill reduced and/or receive a credit if the change order results in adecrease in service expenses.

2.3. Client shall pay ___________________s standard hourly rate, which is describedon Exhibit B and subject to change at ___________________s discretion from time to time, forconsulting services and any other services not described in Exhibit A.


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Exhibit B - 1

3. Payment Terms. Client shall pay ___________________ according to its standardPayment Terms and Conditions, a copy of which is attached as Exhibit B.

4. Schedule.4.1.

Unless otherwise indicated on Exhibit A, the Services will require approximatelythree days for network setup, plus one full business day per operatory. Installation cannot begin

until all cabinets, chairs, and plumbing have been placed and Clients other contractors andsubcontractors are finished in the operatory.

4.2. ___________________ will endeavor to provide the services specified in thisagreement at the times specified in Exhibit A.. If a third party delay is foreseen to cause___________________ to incur cost to maintain the projects time line ___________________will notify the client and come to a mutually agreed solution. If the potential of a delay is knownby the client we ask the client bring it to ___________________s attention so that a solution can be found. All changes to the scope and cost will be handled through client approved change

orders as defined in Section 2 of this agreement.

Reason for this section:The underlining purpose for this section is to guard us both from unforeseen costs anddelays. So many time since we are at the end of the project all the previous delays rolldownhill and hit us. This causes us to sometimes pull extra people in or off other projectswhich can cost us. In turn it also can cost the client to have a project run over. In rarecases you have a contractor or project manager who is not proficient at communicationwith the other vendors. This can lead to panicked phone calls for us to come in on veryshort notice or off project calendar to get a part of the project scope done so the rest ofthe project can continue. We are just looking for the ability to have a dialog about thesepotential causes of expense and some protection against having to incur all the cost forsomeone elses delay.

4.3. Unless otherwise indicated on Exhibit A, the Services will be performed duringregular business hours, Monday through Friday, excluding holidays. Any client request forweekend services may be, at ___________________s sole discretion: (i) provided at 150 percent of ___________________s standard rates described on Exhibit B, notwithstandingprovisions to the contrary in Exhibit A; or (ii) declined.

5. Installation General Provisions.

5.1. Software. All software must be onsite prior to ___________________sinstallation.

5.2. Equipment.5.2.1.___________________ will install all digital equipment including sensors,

cameras, image scanners, and foot pedals.


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Exhibit B - 1

5.2.2. ___________________ will not wire any delivery arms, which must beinstalled before ___________________ begins installation. However, ___________________ will provide the correct cable lengths for the delivery arminstallation contractor upon Clients request.

5.3. Upgrades. If ___________________ is upgrading existing Client software, Clientwill provide the original disks used for installation. If the original disks are not available when ___________________ arrives onsite, additional time incurred in locating such disks will bebilled at ___________________s standard hourly rate reflected on Exhibit B.

5.4. Module Purchase. ___________________ will confirm with Client (or Clientsoffice manager) the modules desired by Client, such as digital x-ray imaging, intra-oral imaging,paperless charting, panoramic x-ray integration, and practice management.

5.5.

Professional Conduct. ___________________ recognizes that the relationship between ___________________ and Client is among its most valuable assets. Accordingly,each party agrees to use its best efforts to work harmoniously with the other. In the event thateither party determines, at its sole discretion, that the relationship has suffered irreparabledamage, then that party may terminate the agreement immediately by notice and withoutopportunity for cure. Upon termination under this paragraph5.5, ___________________ shall (i)cease work as soon as reasonably possible, (ii) withdraw from Clients premises, and (iii) submitto Client a final invoice, including amounts owing for equipment ordered but not yet delivered,which shall be paid pursuant to the terms of Exhibit B. Equipment already ordered at the time oftermination shall be delivered to Clients office promptly upon ___________________s receipt.Client acknowledges that Services may be incomplete upon such termination, and Client acceptsthat risk.

6. Confidentiality.6.1. Confidential Information. "Confidential Information" shall be defined as any

nonpublic information (written, oral, or electronic) disclosed by one party to the other party, orthat becomes available to the parties by virtue of this agreement or the relationship created bythis agreement, and shall be deemed to include the following information, without limitation:

6.1.1.Customer lists, e-mail addresses, names of customer contacts, businessplans, technical data, product ideas, personnel, contracts and financial information;

6.1.2.Health information of any kind;6.1.3.Patents, trade secrets, techniques, processes, know-how, business

methodologies, and schematics;

6.1.4.Information about costs, profits, markets, and sales;6.1.5.Plans for future development and new product concepts;


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Exhibit B - 1

6.1.6.All documents, books, papers, drawings, and other data of any kind anddescription, including electronic data recorded or retrieved by any means that have beenor will be disclosed, as well as written or oral instructions or comments.

6.2.

Proprietary Information. "Proprietary Information" means non-public informationof competitive or commercial value to the Discloser; and personal or medical informationregarding the Discloser's employees, Clients, patients and staff which either:

6.2.1.The Discloser has designated as confidential (by legend or other reasonablemeans); or

6.2.2.A reasonable person would recognize as confidential or proprietary innature.

6.3. Irreparable Injury. Client acknowledges and understands that any and allinformation regarding ___________________'s business is proprietary and confidential and shallnot be disclosed or utilized by Client without the written consent of ___________________.Client further acknowledges and understands that disclosure of ___________________'sConfidential Information and/or Proprietary Information would cause ___________________immediate and irreparable injury, loss and/or damage.

7. Nondisclosure. The following provisions apply to Confidential Information and/orProprietary Information which one party (Discloser) discloses to the other party (Recipient)pursuant to this agreement.

7.1. Recipient will hold all Confidential Information and Proprietary Information inconfidence and will exercise reasonable care to protect it, using not less than the degree of caretaken by the Recipient in the protection of its own Proprietary Information. ProprietaryInformation will be disclosed only to Recipient's employees and representatives on a need-to-know basis. Recipient shall advise its employees and representatives to whom it disclosesProprietary Information of their obligations under this agreement and shall be responsible for anybreach of this agreement by those employees and representatives.

7.2. Recipient may disclose Proprietary Information to the extent required by law.However, the Recipient will give the Discloser prompt written notice to allow the Discloser areasonable opportunity to obtain a protective order.

7.3. ___________________ does not wish to have unauthorized access to proprietaryor confidential material owned by any third party. Client agrees not to disclose such third partyinformation to ___________________ in any way that is not consistent with the terms of anylicense or other legal rights of the third party.

7.4. The obligations of this Section shall also bind and apply to the ProprietaryInformation of subsidiaries and affiliates of ___________________ and Client, respectively.

8. Ownership.


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Exhibit B - 1

8.1. Work Product. Client shall have exclusive ownership of all tangible deliverablesreduced to written, magnetic, or' other tangible form (Work Product) delivered by___________________ pursuant to this agreement subject to Client's confidentiality obligationswith respect to Proprietary Information of ___________________ contained ill Work Product.

8.2. Innovations. ___________________ shall have exclusive ownership of all ideas,techniques, methodologies, procedures, skills, innovations, or know-how (Innovations)developed or introduced by ___________________ in the course of performing services underthis agreement. ___________________ grants to Client a non-exclusive, non-transferable,limited, perpetual, and royalty-free license to use such innovations as needed to realize thebenefit of the Work Product and solely in the normal course of Client's business.

8.3. Limitation. Notwithstanding anything to the contrary, each party shall be free touse and employ its general skills, know-how, and expertise, and to use, disclose, and employ anygeneralized ideas, techniques, know-how, methodologies, or skills gained or learned during the

course of any Project, so long as it does not disclose any Proprietary Information and does notuse Or disclose Work Product owned by the other party.

9. Bilateral No-Hire. Without the prior written consent of the other party, neither partyshall solicit for employment or hire any of the other party's employees, agents, or subcontractorsfor a period of 12 months after the date that the party to be hired was last involved in any activityrelated to the agreement between the parties.

10. Personnel. ___________________ personnel are not employees of the Client.___________________ will be responsible for any applicable payroll and employment taxes andemployee insurance for its employees.

11. Termination.11.1. Either party may terminate this agreement for cause upon 30 days prior written

notice. This agreement may be terminated for cause only after having provided at least 10 dayswritten notice of default and a reasonable opportunity to cure any default, except in the instanceof failure to make timely payment by Client, which shall entitle ___________________ toterminate this agreement immediately.

11.2. On expiration, or termination, of this agreement, ___________________ shall,without additional cost to Client, provide all reasonable assistance and devote its best efforts toreturning to Client, or its designees, in an orderly and expeditious manner, all data, records, anddocumentation belonging to Client.

12. Waiver. The failure of either party to this agreement to insist upon the performance ofany of the terms and conditions of this agreement, or the waiver of any breach of any of theterms and conditions of this agreement, shall not be construed as thereafter waiving any suchterms and conditions, and the same shall continue and remain in full force and effect as if nosuch forbearance or waiver had Occurred.


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Exhibit B - 1

13. Notice. All notices required by this agreement shall be in writing addressed to the partyto whom the notice is directed at the address of that party set forth below the signatures on thisagreement and shall be deemed to have been given for all purposes upon receipt when personallydelivered; one day after being sent, when sent by recognized overnight courier service; two daysafter deposit in United States mail, postage prepaid, registered or certified mail; or on the date

transmitted by facsimile. Any party may designate a different mailing address or a differentperson for all future notices by notice given in accordance with this paragraph.

14. Modification. No modification of this agreement shall be valid unless it is in writing andis signed by all of the parties.

15. Integration. This agreement is the entire agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained in this agreement. Thisagreement shall supersede all prior communications, representations, and agreements, oral orwritten, of the parties.

16

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Interpretation. The paragraph headings are for the convenience of the reader only andare not intended to act as a limitation on the scope or meaning of the paragraphs themselves.This agreement shall not be construed against the drafting party.

17. Severability. The invalidity of any term or provision of this agreement shall not affectthe validity of any other provision.

18. Waiver. Waiver by any party of strict performance of any provision of this agreementshall not be a waiver of or prejudice any party's right to require strict performance of the sameprovision in the future or of any other provision.

19. Binding Effect. Subject to restrictions in this agreement upon assignment, if any, thisagreement shall be binding on and inure to the benefit of the heirs, legal representatives,successors, and assigns of the parties.

20. Governing Law. This agreement shall be interpreted and enforced according to the lawsof the state of Oregon.

21. Exhibits. All exhibits referred to in this agreement are incorporated by reference.22. ___________________s Business. ___________________ retains the right to continueto provide the same type of services, and any other services, to any other client, includingcompetitors and Clients of Client, provided that ___________________ maintains its obligationsof nondisclosure of Proprietary Information under this agreement. Client acknowledges that ___________________ retains the right to exercise its skills and expertise and to form andexpress opinions to its clients that may be based upon experience gained under this agreement.

23. Security Interest.


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Exhibit B - 1

23.1. By signing this agreement, Client hereby grants to ___________________ asecurity interest in all goods purchased now or in the future as described on each invoice togetherwith the proceeds thereof.

23.2. Client acknowledges that all ___________________ services may be terminatedon non-payment regardless of the adverse effect, if any, that termination may cause. Client shallhold ___________________ harmless in the event of such termination.

24. Other Vendors. ___________________ understands that it may be necessary andappropriate to occasionally involve other vendors or parties to supply equipment, software, orservices that ___________________ does not offer or have expertise in.

24.1. ___________________ may subcontract any services, including Services, in itssole discretion.

24.2. If Client wishes to use a vendor not affiliated with ___________________, Clientshall notify ___________________ of such decision and involve ___________________ in allvendor plans pertaining to Clients technology plan. ___________________ reserves the right toparticipate in and/or be present for any discussions with or activities performed by other vendorsto the extent ___________________ deems appropriate and/or necessary. ___________________ shall be the point of first contact for any issues pertaining to thisagreement, or products sold by ___________________. ___________________ may elect notto support equipment, software, or services supplied or installed by other vendors.

25. Notice of Breach. As an express condition to any right of recovery, Client shall notify ___________________ in writing within 10 business days of any claimed breach or default(specifying in detail the exact nature of the alleged breach/default) as a condition of any right toclaim damages or other remedies. ___________________ shall have a reasonable period time toinvestigate and remedy any alleged breach/default.

26. Force Majeure. Either party shall be excused from performance in the event of an act ofwar, hostility, sabotage; act of God, electrical, internet, or telecommunication outage that is notcaused by the obligated party; government restrictions (including the denial or cancellation ofany export or other license): other event outside the reasonable control of the obligated party.

27. DISCLAIMER OF WARRANTY. Warranties for merchandise sold shall be limited tothose provided by manufacturers. ___________________ MAKES NO OTHER WARRANTIESTO CLIENT, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS ORIMPLIED WITH RESPECT TO ANY MERCHANDISE, PRODUCTS OR SERVICESPROVIDED. ___________________ DOES NOT GUARANTEE THAT THE PROGRAMSWILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILLCORRECT ALL PROGRAM ERRORS. TO THE EXTENT PERMITTED BY LAW, THESEWARRANTIES ARE EXCLUSIVE, AND THERE ARE NO OTHER EXPRESS OR IMPLIEDWARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


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Exhibit B - 1

28. LIMITATION ON LIABILITY. ___________________ SHALL IN NOCIRCUMSTANCE BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL,CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR ANY LOSS OFPROFITS, REVENUE, DATA, OR DATA USE. ___________________'S LIABILITY FORANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENTWHETHER

IN CONTRACT OR TORT, OR OTHERWISESHALL BE LIMITED TO THE FEESCLIENT PAID FOR THE DEFICIENT PROGRAM OR SERVICES UNDER THISAGREEMENT. IN NO EVENT SHALL ___________________'S TOTAL LIABILITYARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEESPAID UNDER THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THISLIMITATION ON LIABILITY HAS BEEN BARGAINED FOR BETWEEN THE PARTIES.

29. Arbitration. In the event of any claim or controversy arising out of this agreement orrelating to interpretation of any term or provision contained in it, such claim or controversy will be resolved by binding arbitration. Arbitration will be in accordance with the then effectiveArbitration Rules of Arbitration Service of Portland, Inc., subject to the following modifications.

The arbitration will be heard by a single arbitrator who is experienced in computer networks. Ifthe arbitrator can reasonably do so, the hearing will be conducted within 90 days after firstwritten notice of a claim and intent to arbitrate is received from the party demanding arbitration,unless the arbitrator for good cause grants a continuance. The arbitrator's award will issue nolater than 30 days after close of the arbitration proceeding. The arbitrator will have no authorityto award punitive damages or any other damages not measured by the prevailing party's actualdamages. The prevailing party in any arbitration proceeding will recover from the losing partyreasonable costs of arbitration, including reasonable expert witness fees and reasonable attorneyfees. Any award of the arbitrator may be reduced to judgment and entered in any court having jurisdiction. In the event either party commences an action based on this agreement or theinterpretation of any term or provision contained in it, the foregoing arbitration clause willconstitute a bar or defense to such action. Should the arbitration clause be raised as a basis fordismissal of the action, the prevailing party will be entitled to costs and reasonable attorney feesincurred in litigating the merits of the alleged bar or defense. Such fees will be set by the court.

Client ___________________, _____

By ByPrinted: Printed:

Dated: , 20___ Dated: , 20___

Address: ______________________ Address:______________________


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Exhibit B - 1

Exhibit B Payment Terms and Conditions

1. Payment.1.1.

Payment. All hardware and software shall be paid for at the time it is ordered orbased on the terms listed on the invoice. All invoices shall be due and payable within 30 days

after completion.

1.2. Non-Sufficient Funds/Late Charge. Checks that are unpaid due to insufficientfunds, stop order, etc., shall be subject to a $20 processing fee. Any invoice which is unpaidwithin 15 days after the payment due date on any invoice shall be subject to a $25 late fee.

1.3. Finance Charges. Any invoice which is past due will accrue interest for anycalendar month in which payment or partial payment remains due, regardless of any delaysassociated with Clients financing. The interest rate shall be:

1.3.1.For 30-89 days late, 1.5 percent per month on the outstanding balance, witha minimum of $5, unless a financing agreement is reached with ___________________.

1.3.2.For 90 days or more late, 2 percent per month on the outstanding balance,with a minimum of $15, unless a financing agreement is reached with___________________.

1.4. Default - Collection Costs. Failure to comply with the terms of this agreement,including failure to make any required payment when due, shall be deemed a default under thisagreement. The failure to declare a default under this agreement when it occurs shall not beconstrued as a waiver of the provisions hereof as regards any subsequent event. In the event ofdefault, ___________________ may refer the collection of Client's account to an attorney or acollection agency and shall be entitled to recover reasonable attorney fees and costs incurred orother collection costs incurred as permitted by law including, but not limited to, fees owned to acollection agency.

2. Attorney Fees. In any action for collection of compensation owed by Client to ___________________, the prevailing party shall be entitled to recover from the losing partyreasonable attorney fees, costs, and expenses incurred by the prevailing party before and at anytrial, arbitration, bankruptcy, or other proceeding, and in any appeal or review. In all otheractions, each party shall pay its own attorney fees and costs.


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Exhibit A - 1

Exhibit A Services and Costs

[ This should be your estimate, with costs broken down for labor and equipment]

[ The first page should be your Assumptions ][ at the bottom, it should say something about standard hours and define standard hourly

rate]

Documents

Agreement Blank