Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Maryland UCC-Compliant)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Sale and Purchase of Equipment
4. Equipment Specifications and Serial Numbers
5. Pricing and Payment Terms
6. Delivery, Installation, and Commissioning
7. Inspection and Acceptance
8. Warranties
9. Representations
10. Training and Documentation
11. Maintenance and Service Obligations
12. Indemnification
13. Limitation of Liability
14. Intellectual Property
15. Confidentiality
16. Title Retention and Security Interests
17. Default and Remedies
18. Term and Termination
19. Dispute Resolution
20. General Provisions
21. Execution Block

Exhibits:

• Exhibit A – Equipment Specifications and Serial Numbers
• Exhibit B – Price Schedule and Payment Milestones
• Exhibit C – Installation and Commissioning Plan
• Exhibit D – Training and Documentation Schedule
• Exhibit E – Maintenance and Service Terms

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (this "Agreement") is made and entered into UNDER SEAL as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Maryland Resident Agent (if applicable): [RESIDENT AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Maryland Resident Agent (if applicable): [RESIDENT AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, distributing, and/or selling [TYPE OF EQUIPMENT]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such equipment for use in Buyer's [DESCRIPTION OF INTENDED USE] operations; and

WHEREAS, the Parties desire to set forth their complete agreement regarding the sale, delivery, installation, commissioning, warranty, and maintenance of the Equipment;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree under seal as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

"Acceptance" – Buyer's written acknowledgment that the Equipment has been installed, commissioned, and conforms to the Specifications following the Acceptance Testing Procedure.

"Acceptance Testing Procedure" or "ATP" – The testing protocol set forth in Exhibit C.

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting interests.

"Business Day" – Any day other than a Saturday, Sunday, or day on which commercial banks in Baltimore, Maryland are authorized or required to close.

"Buyer" – The Party identified as Buyer in Section 1.

"Commissioning" – The systematic process of verifying that the Equipment has been properly installed, tested, and performs according to Specifications, as described in Exhibit C.

"Conforming Equipment" – Equipment that meets all Specifications and requirements under this Agreement and applicable law.

"Equipment" – The machinery, apparatus, devices, tools, systems, and all related parts, components, accessories, attachments, software, firmware, and ancillary items to be sold by Seller to Buyer as described in Exhibit A, together with all installation materials and documentation.

"Force Majeure Event" – An event beyond a Party's reasonable control, including acts of God, war, terrorism, pandemic, hurricane, nor'easter, flooding, blizzard, government action, embargo, labor dispute (excluding a Party's own employees' strikes), transportation disruption, or failure of essential utilities.

"Installation" – Physical placement, assembly, connection, calibration, and setup of the Equipment at Buyer's facility per Exhibit C.

"Intellectual Property" – Patents, copyrights, trademarks, trade dress, trade secrets, know-how, software, firmware, and all other proprietary rights.

"Non-Conforming Equipment" – Equipment that does not meet Specifications or is defective.

"Punch List" – Minor non-critical items identified during Commissioning requiring correction.

"Purchase Price" – The total price for the Equipment as set forth in Section 5.1.

"Seller" – The Party identified as Seller in Section 1.

"Specifications" – Technical requirements, performance standards, quality criteria, capacity ratings, and operational parameters set forth in Exhibit A.

"UCC" – The Uniform Commercial Code as adopted in Maryland (Md. Code, Com. Law).

"Warranty Period" – The period during which Seller's warranties apply, as defined in Section 8.5.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell

Subject to the terms herein, Seller agrees to sell and Buyer agrees to purchase the Equipment described in Exhibit A for the Purchase Price. Each item of Equipment constitutes "goods" under the Maryland UCC (Md. Code, Com. Law § 2-105).

3.2 Description of Equipment

The Equipment is described in detail in Exhibit A, including:
(a) Manufacturer, model number, and serial number(s);
(b) Configuration, components, and accessories;
(c) Technical specifications and performance parameters;
(d) Software/firmware versions;
(e) Documentation, manuals, and drawings; and
(f) Spare parts and consumables included.

3.3 Condition of Equipment

Unless otherwise specified, the Equipment shall be:
☐ New and unused, manufactured to Seller's current standards
☐ Refurbished/reconditioned to the standards set forth in Exhibit A
☐ Used, in the condition described in Exhibit A

3.4 Change Orders

(a) Either Party may propose changes by written Change Order.

(b) The responding Party shall reply within [10] Business Days with price, schedule, and technical impacts.

(c) No Change Order is binding unless in writing signed by both Parties.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Technical Specifications

4.2 Ancillary Items Included

(a) [X] sets of operator manuals (print and electronic);
(b) [X] sets of maintenance and service manuals;
(c) Initial spare parts kit per Exhibit A;
(d) Specialty tools for routine maintenance;
(e) Installation hardware, mounting brackets, and connection materials;
(f) Training materials per Exhibit D; and
(g) [OTHER ANCILLARY ITEMS].

4.3 Applicable Standards

The Equipment shall comply with:
(a) OSHA regulations (29 C.F.R. Part 1910);
(b) National Electrical Code (NFPA 70);
(c) All applicable Maryland Department of the Environment (MDE) regulations;
(d) Maryland Occupational Safety and Health (MOSH) requirements;
(e) [INDUSTRY-SPECIFIC STANDARDS: ASME, ANSI, API, IEEE, ISO]; and
(f) All other applicable federal, state, and local laws.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

The total Purchase Price for the Equipment is $[TOTAL PRICE], inclusive of:

5.2 Payment Milestones

5.3 Taxes

(a) Prices exclude Maryland Sales and Use Tax (Md. Code, Tax-General § 11-101 et seq.). Maryland imposes a 6% state sales tax with no additional local option. Buyer is responsible for all sales and use taxes unless a valid exemption certificate is provided.

(b) If the Equipment qualifies for an exemption (e.g., manufacturing machinery under Md. Code, Tax-General § 11-210), Buyer shall provide appropriate documentation.

(c) Each Party is responsible for its own income taxes.

5.4 Late Payments and Interest

(a) Past due amounts shall bear interest at the rate of [X]% per annum, not to exceed the maximum rate permitted by Maryland law.

(b) Under Md. Code, Com. Law § 12-103, the default interest rate is six percent (6%) per annum absent a written agreement. With a written agreement, the interest rate may be up to eight percent (8%) per annum.

(c) Post-judgment interest accrues at ten percent (10%) per annum pursuant to Md. Code, Cts. & Jud. Proc. § 11-107(a).

5.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any dispute within [15] days of invoice, with specificity.

(b) Undisputed amounts paid by the due date.

(c) Good-faith negotiation to resolve within [30] days.

5.6 Retention

Buyer may retain [X]% of each milestone payment until Punch List completion and final Acceptance.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

(a) Delivery:
☐ EXW (Ex Works) – Seller's facility at [ADDRESS]
☐ FOB Origin – Carrier's facility
☐ FOB Destination – Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) – Buyer's facility

(b) Seller shall deliver Equipment to Buyer's facility at [ADDRESS], [COUNTY] County, Maryland, on or before [DELIVERY DATE].

(c) Seller shall coordinate delivery logistics, including equipment rigging and site access requirements.

6.2 Title and Risk of Loss

(a) Title to Equipment passes to Buyer upon [delivery / installation / Acceptance / payment in full].

(b) Risk of loss passes to Buyer in accordance with the delivery term selected above and Md. Code, Com. Law § 2-509.

(c) Reservation of a security interest does not affect passage of title under Md. Code, Com. Law § 2-401(1).

6.3 Shipping and Insurance

(a) Seller shall arrange and pay for shipping using [designated carrier].

(b) Seller shall insure Equipment in transit for the full Purchase Price against all risks.

(c) Seller shall provide shipping documentation within [24/48] hours of shipment.

6.4 Site Preparation

(a) Buyer shall prepare the installation site in accordance with Seller's written requirements, including:

• Foundation, structural support, and mounting;
• Electrical power connections;
• Plumbing, compressed air, and other utilities;
• Adequate clearance for installation, operation, and maintenance; and
• Environmental controls.

(b) Seller shall provide site preparation specifications within [15] Business Days of the Effective Date.

(c) Site preparation costs are Buyer's responsibility unless otherwise specified.

6.5 Installation

(a) Seller shall install the Equipment per the Installation Plan in Exhibit C.

(b) Installation includes:

• Physical placement, leveling, and anchoring;
• Mechanical and electrical connections;
• Calibration and alignment;
• System integration (if specified);
• Safety device installation and testing; and
• Initial startup and functional verification.

(c) Seller shall complete Installation within [X] Business Days of delivery.

(d) Installation personnel shall comply with Buyer's site safety rules, OSHA, and Maryland MOSH requirements.

6.6 Commissioning

(a) Following Installation, Seller shall conduct Commissioning per the ATP in Exhibit C.

(b) Commissioning includes:

• Performance testing against Specifications;
• Load and capacity testing;
• Safety system verification;
• Calibration documentation; and
• Operational demonstration.

(c) Commissioning shall be completed within [X] Business Days of Installation.

(d) If Equipment fails ATP, Seller shall correct deficiencies and re-test at no additional cost.

6.7 Punch List

(a) During Commissioning, Buyer may create a Punch List of non-critical items.

(b) Seller shall complete Punch List items within [30] days of Acceptance.

(c) Punch List items do not prevent Acceptance if minor and not affecting material performance or safety.

7. INSPECTION AND ACCEPTANCE

7.1 Factory Acceptance Test (FAT)

(a) Prior to shipment, Buyer may inspect and test Equipment at Seller's facility.

(b) Seller shall give at least [10] Business Days' notice of FAT readiness.

(c) Successful FAT does not constitute final Acceptance.

7.2 Site Acceptance Testing

(a) Following Commissioning, Buyer shall have [X] Business Days for site acceptance testing.

(b) Buyer shall operate Equipment under normal production conditions.

7.3 Acceptance

Acceptance occurs when:
(a) Equipment passes ATP as documented in Exhibit C;
(b) Buyer issues a written Certificate of Acceptance; or
(c) Buyer uses Equipment in commercial production for [X] consecutive Business Days without written objection.

7.4 Conditional Acceptance

Buyer may issue Conditional Acceptance with Punch List, which:
(a) Triggers payment obligations (subject to Retention);
(b) Obligates Seller to complete Punch List items; and
(c) Starts the Warranty Period.

7.5 Rejection

(a) If Equipment fails after [X] correction attempts, Buyer may reject.

(b) Upon rejection, Buyer may:

• Require removal at Seller's expense;
• Demand full refund; and
• Recover damages.

(c) Under the perfect tender rule (Md. Code, Com. Law § 2-601), if Equipment fails to conform in any respect, Buyer may reject the whole, accept the whole, or accept part and reject the rest.

(d) Seller shall remove rejected Equipment within [30] days and restore Buyer's site.

7.6 Cure Rights (Md. Code, Com. Law § 2-508)

(a) Before delivery deadline: Seller may cure by conforming tender with seasonable notice.

(b) After delivery deadline (if Seller had reasonable grounds to believe tender acceptable): Seller may cure within reasonable time with notice.

8. WARRANTIES

8.1 Express Warranty

Seller warrants that the Equipment:
(a) Shall conform to Specifications in Exhibit A;
(b) Shall be free from defects in materials and workmanship;
(c) Shall be merchantable and fit for ordinary purposes (Md. Code, Com. Law § 2-314);
(d) Where Seller knows Buyer's particular purpose, shall be fit for that purpose (Md. Code, Com. Law § 2-315);
(e) Shall comply with all applicable laws, codes, and standards;
(f) Shall be free of all liens, security interests, and encumbrances (Md. Code, Com. Law § 2-312);
(g) Shall not infringe third-party Intellectual Property rights (Md. Code, Com. Law § 2-312(3));
(h) Shall conform to any sample, model, or description (Md. Code, Com. Law § 2-313);
(i) Shall be new and of current manufacture (unless otherwise specified);
(j) All software/firmware shall perform materially in accordance with documentation; and
(k) All installation work shall be performed in a professional and workmanlike manner.

8.2 Parts and Labor Warranty

(a) Parts Warranty: All parts are warranted for [12/24/36] months from Acceptance.

(b) Labor Warranty: Installation and repair work warranted for [12] months from completion.

(c) Replaced Parts: Carry a warranty equal to the remaining original Warranty Period or [90] days, whichever is longer.

8.3 Software/Firmware Warranty

(a) Software shall perform materially per documentation for the Warranty Period;
(b) Bug fixes and security patches provided for [X] months from Acceptance;
(c) Updates to maintain functionality for [X] years; and
(d) Buyer receives a perpetual, non-exclusive license for embedded software.

8.4 Performance Warranty

Seller warrants that the Equipment shall achieve the performance parameters stated in Exhibit A, including:
(a) Output capacity: [SPECIFY] units per hour/day;
(b) Efficiency: [SPECIFY]% minimum;
(c) Uptime: [SPECIFY]% minimum during normal operations; and
(d) Quality of output: [SPECIFY STANDARDS].

8.5 Warranty Period

The Warranty Period is the longer of:
(a) [12/24/36] months from Acceptance;
(b) [X] months from first commercial operation; or
(c) [X] months from delivery (if Acceptance delayed by Buyer).

8.6 Warranty Remedies

During the Warranty Period, Seller shall at Buyer's election and Seller's expense:
(a) Repair defective Equipment within [X] Business Days;
(b) Replace defective components/Equipment within [X] Business Days; or
(c) Refund the Purchase Price (or pro-rata portion).

Seller shall respond to warranty claims within [24/48] hours and dispatch service personnel within [X] Business Days.

8.7 Warranty Exclusions

Warranties do not cover:
(a) Buyer misuse, negligence, or operation outside Specifications;
(b) Unauthorized modification or repair;
(c) Normal wear and tear of consumables;
(d) Unapproved materials, chemicals, or feedstock;
(e) Failure to perform required maintenance; or
(f) Force Majeure Events or abnormal conditions.

8.8 Disclaimer of Implied Warranties (Md. Code, Com. Law § 2-316)

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH IMPLIED WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED. THIS DISCLAIMER IS CONSPICUOUS AND HAS BEEN SPECIFICALLY NEGOTIATED AND BROUGHT TO BUYER'S ATTENTION AS REQUIRED BY MD. CODE, COM. LAW § 2-316.

BUYER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS WARRANTY DISCLAIMER.

Buyer Initials: _______

8.9 Warranty Pass-Through

Seller shall pass through all third-party manufacturer warranties to Buyer, to the extent assignable.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents:
(a) Duly organized and in good standing;
(b) Authorized to do business in Maryland per Md. Code, Corps. & Ass'ns § 7-202 (corporations) or § 4A-903 (LLCs);
(c) Full power and authority to execute and perform;
(d) No violation of any law or other agreement;
(e) Agreement constitutes a valid obligation; and
(f) Will comply with all applicable laws.

9.2 Seller Representations

Seller additionally represents:
(a) Good title to Equipment, free of encumbrances (Md. Code, Com. Law § 2-312);
(b) Compliance with all manufacturing laws;
(c) Adequate quality control processes;
(d) No debarment or suspension;
(e) No material pending litigation; and
(f) All necessary licenses and permits.

9.3 Buyer Representations

Buyer represents:
(a) Lawful commercial use intended;
(b) Accurate information regarding requirements; and
(c) Facility meets/will meet site preparation requirements.

10. TRAINING AND DOCUMENTATION

10.1 Operator Training

Seller shall train up to [X] of Buyer's personnel in:
(a) Equipment operation and normal use;
(b) Safety procedures and emergency shutdown;
(c) Basic troubleshooting;
(d) Routine maintenance; and
(e) Software/firmware operation.

Training at [Buyer's facility / Seller's facility / remote] within [X] days of Acceptance. Duration: [X] hours/days.

10.2 Maintenance Training

Training for [X] maintenance personnel covering:
(a) Preventive maintenance procedures;
(b) Parts replacement;
(c) Calibration;
(d) Advanced troubleshooting; and
(e) Safety for maintenance activities.

10.3 Documentation

Seller shall provide:
(a) Operator manuals (print and electronic);
(b) Maintenance/service manuals;
(c) Parts lists and exploded diagrams;
(d) Electrical schematics;
(e) PLC/software documentation;
(f) Compliance certificates and test reports;
(g) Safety Data Sheets (SDS);
(h) As-built drawings; and
(i) Training materials.

10.4 Additional Training

Available at Seller's then-current rates per Exhibit D.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Seller's Warranty-Period Obligations

During the Warranty Period, Seller shall:
(a) Perform warranty repairs at no charge;
(b) Provide phone/remote technical support ([8 AM – 5 PM ET], Monday-Friday);
(c) Dispatch service technicians within [X] hours for critical failures;
(d) Maintain replacement parts inventory; and
(e) Provide software/firmware updates.

11.2 Buyer's Maintenance Obligations

Buyer shall:
(a) Perform preventive maintenance per Seller's schedule (Exhibit E);
(b) Use genuine or approved parts;
(c) Maintain logs and records;
(d) Provide Seller reasonable access for service;
(e) Notify Seller promptly of malfunctions; and
(f) Operate within Specifications.

11.3 Post-Warranty Service

☐ Parties may enter a separate maintenance agreement. Seller shall offer post-warranty service on commercially reasonable terms per Exhibit E.

11.4 Spare Parts Availability

Seller shall make spare parts available for [X] years from Acceptance.

11.5 Equipment Depreciation

12. INDEMNIFICATION

12.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer Indemnitees from claims arising from:
(a) Breach of warranties, representations, or covenants;
(b) Seller's negligence, gross negligence, or willful misconduct;
(c) IP infringement by Equipment;
(d) Product liability, personal injury, or property damage from Equipment defects;
(e) Violation of laws;
(f) Claims by Seller's employees or subcontractors; and
(g) Environmental contamination from Equipment or installation.

12.2 Buyer Indemnification

Buyer shall indemnify Seller Indemnitees from claims arising from:
(a) Buyer's misuse or operation outside Specifications;
(b) Unauthorized modifications;
(c) Buyer's negligence, gross negligence, or willful misconduct;
(d) Buyer's breach; and
(e) Failure to perform required maintenance.

12.3 Procedures

(a) Prompt notice; delay does not relieve except for actual prejudice.
(b) Indemnitor controls defense with acceptable counsel.
(c) No settlement admitting liability or imposing obligations without consent.
(d) Reasonable cooperation at Indemnitor's expense.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Consequential Damages

EXCEPT FOR (A) CONFIDENTIALITY BREACHES, (B) INDEMNIFICATION OBLIGATIONS, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (D) IP INFRINGEMENT, AND (E) PERSONAL INJURY OR DEATH:

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION AND WHETHER ADVISED OF THE POSSIBILITY.

13.2 Cap on Liability

EXCEPT FOR THE EXCLUSIONS ABOVE, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(A) THE PURCHASE PRICE; OR

(B) $[AMOUNT].

13.3 Essential Purpose (Md. Code, Com. Law § 2-719)

(a) These limitations are fundamental and reflect a fair allocation of risk.

(b) If an exclusive remedy fails of its essential purpose (§ 2-719(2)), remedies shall be those available under the UCC, subject to limitations herein.

(c) Limitation of consequential damages for personal injury from consumer goods is prima facie unconscionable (§ 2-719(3)); commercial loss limitations are permissible.

13.4 Statute of Limitations

(a) UCC claims: Four (4) years (Md. Code, Com. Law § 2-725). Parties may reduce to not less than one (1) year.

(b) General contract claims: Three (3) years (Md. Code, Cts. & Jud. Proc. § 5-101).

(c) Contract under seal: Twelve (12) years (Md. Code, Cts. & Jud. Proc. § 5-102(a)(5)). This Agreement is executed under seal to invoke this extended limitations period.

14. INTELLECTUAL PROPERTY

14.1 Seller's IP

All Seller IP remains Seller's sole property.

14.2 Buyer's IP

All Buyer IP remains Buyer's sole property. Seller uses Buyer IP only for this Agreement.

14.3 Embedded Software License

Buyer receives a non-exclusive, perpetual, non-transferable (except with Equipment) license for embedded software, solely for Equipment operation and maintenance. No copying, decompiling, or reverse-engineering.

14.4 Custom Equipment

For Equipment manufactured to Buyer's specifications:
(a) Buyer retains ownership of custom designs;
(b) Seller receives limited manufacture-only license;
(c) Seller shall not use Buyer's specifications for third parties;
(d) Buyer indemnifies Seller for infringement from Buyer's specifications.

14.5 IP Infringement Defense

If Equipment infringes, Seller shall at its expense:
(a) Obtain continued-use rights;
(b) Modify to non-infringing design;
(c) Replace with non-infringing equivalent; or
(d) Accept return and refund.

15. CONFIDENTIALITY

15.1 Confidential Information

All non-public information, including technical data, trade secrets, designs, pricing, and Agreement terms.

15.2 Obligations

Receiving Party shall: (a) use reasonable care; (b) use only for Agreement purposes; (c) limit disclosure to need-to-know persons bound by confidentiality; (d) not reverse engineer; and (e) notify of unauthorized disclosure.

15.3 Exclusions

Information that: (a) becomes public without breach; (b) was previously known; (c) independently developed; or (d) rightfully received from third parties.

15.4 Trade Secrets – Maryland Uniform Trade Secrets Act (Md. Code, Com. Law § 11-1201 et seq.)

The Maryland Uniform Trade Secrets Act (MUTSA) (Md. Code, Com. Law § 11-1201 et seq.) protects trade secrets. Remedies include injunctive relief (§ 11-1202), damages including unjust enrichment (§ 11-1203), exemplary damages up to double actual damages for willful and malicious misappropriation (§ 11-1203(b)), and attorneys' fees for willful misappropriation or bad faith claims (§ 11-1204). The SOL for MUTSA claims is three (3) years (§ 11-1205). Trade secret protections survive termination.

15.5 DTSA Notice

NOTICE: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

15.6 Required Disclosures

Prompt notice, cooperation for protective orders, minimum disclosure.

15.7 Return of Materials

Return or destroy upon termination/request; certify in writing.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Seller's Retention of Title

☐ If applicable: Until full payment, Seller retains title to the Equipment as security. This constitutes a "purchase money security interest" under Maryland UCC Article 9 (Md. Code, Com. Law § 9-103).

16.2 Grant of Security Interest

(a) Buyer grants Seller a security interest in the Equipment and all proceeds to secure payment of the Purchase Price.

(b) Buyer authorizes Seller to file a UCC-1 Financing Statement with the Maryland State Department of Assessments and Taxation (SDAT) to perfect the security interest under Md. Code, Com. Law § 9-310.

16.3 PMSI Super-Priority

If Seller perfects its PMSI within twenty (20) days after Buyer receives possession of the Equipment (Md. Code, Com. Law § 9-324(a)), Seller's security interest has priority over a conflicting security interest in the same goods.

16.4 Buyer's Obligations

While any security interest exists, Buyer shall:
(a) Maintain Equipment in good condition;
(b) Insure for full value, naming Seller as loss payee;
(c) Not sell, transfer, or encumber without consent;
(d) Not remove from installation location without consent; and
(e) Permit inspection upon reasonable notice.

16.5 Release of Security Interest

Upon full payment, Seller shall:
(a) File a UCC-3 Termination Statement with SDAT;
(b) Deliver a release of security interest; and
(c) Provide a bill of sale confirming clear title.

17. DEFAULT AND REMEDIES

17.1 Events of Default

Events of Default:
(a) Payment failure, not cured within [10] Business Days of notice;
(b) Material breach, not cured within [30] days of notice;
(c) Insolvency, bankruptcy, or assignment for creditors;
(d) Cessation of business;
(e) Failure to achieve Acceptance within [X] days (Seller's fault); or
(f) Material adverse change in financial condition.

17.2 Seller's Remedies

Upon Buyer's default:
(a) Suspend delivery, installation, or commissioning;
(b) Terminate this Agreement;
(c) Recover amounts due plus interest;
(d) If title retained, repossess Equipment;
(e) Enforce security interest under Md. Code, Com. Law § 9-601 et seq.;
(f) Resale of Equipment under Md. Code, Com. Law § 2-706; and
(g) Recover attorneys' fees and costs.

17.3 Buyer's Remedies

Upon Seller's default:
(a) Suspend payment;
(b) Terminate this Agreement;
(c) Seek specific performance (Md. Code, Com. Law § 2-716);
(d) Cover by purchasing substitute equipment (Md. Code, Com. Law § 2-712);
(e) Recover damages (Md. Code, Com. Law § 2-713);
(f) Reject non-conforming Equipment (Md. Code, Com. Law § 2-601);
(g) Revoke acceptance (Md. Code, Com. Law § 2-608); and
(h) Recover attorneys' fees and costs.

17.4 Right to Adequate Assurance (Md. Code, Com. Law § 2-609)

When reasonable grounds for insecurity arise, either Party may demand written adequate assurance and suspend performance until received.

17.5 Cumulative Remedies

All remedies are cumulative and not exclusive.

18. TERM AND TERMINATION

18.1 Term

This Agreement commences on the Effective Date and continues until all obligations are performed, including the Warranty Period and resolution of all claims.

18.2 Termination for Convenience

Either Party may terminate upon [90] days' written notice, subject to payment for Equipment delivered and services rendered, refund of prepayments for undelivered Equipment, and negotiation of a fair settlement.

18.3 Termination for Cause

Immediate termination upon written notice for uncured Events of Default.

18.4 Effect of Termination

Upon termination:
(a) Payment obligations for delivered Equipment survive;
(b) Confidential Information returned or destroyed;
(c) Security interests continue until obligations satisfied;
(d) Warranty obligations survive for accepted Equipment; and
(e) Surviving Sections: 2, 8, 9, 12, 13, 14, 15, 16, 17, 19, 20.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by Maryland law, including the UCC (Md. Code, Com. Law), without regard to conflict of laws principles. The CISG is excluded.

19.2 Negotiation

Disputes shall first be escalated to senior management for good-faith negotiation for [30] days.

19.3 Mediation

If negotiation fails, either Party may request non-binding mediation in [Baltimore / Rockville / Annapolis], Maryland. Costs shared equally.

19.4 Arbitration OR Litigation

☐ ARBITRATION: Unresolved disputes shall be finally resolved by binding arbitration administered by [JAMS / AAA] under Commercial Arbitration Rules, by a single arbitrator in [Baltimore / Bethesda], Maryland. The arbitrator shall apply Maryland law. Judgment may be entered in any court.

☐ LITIGATION: Unresolved disputes shall be resolved exclusively in the Circuit Court for [Baltimore City / Montgomery County / specified jurisdiction], Maryland, or the United States District Court for the District of Maryland. Each Party consents to personal jurisdiction and waives venue objections.

19.5 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY MARYLAND LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY WITHOUT DURESS OR COERCION.

Party Initials: Seller _______ Buyer _______

19.6 Attorneys' Fees

In any action to enforce this Agreement, the prevailing Party shall recover reasonable attorneys' fees, court costs, and litigation expenses.

19.7 Injunctive Relief

Either Party may seek injunctive relief from any Maryland court to prevent irreparable harm.

20. GENERAL PROVISIONS

20.1 Notices

Written notices deemed given upon: (a) personal delivery; (b) one Business Day after overnight courier; (c) three Business Days after certified mail; or (d) confirmed email delivery.

20.2 Force Majeure

Neither Party liable for delay (except payment) due to Force Majeure. If exceeding [90] days, either Party may terminate upon [15] days' notice.

20.3 Assignment

No assignment without consent (not unreasonably withheld), except to Affiliates or in mergers/acquisitions. Unauthorized assignment void.

20.4 Independent Contractors

The Parties are independent contractors.

20.5 No Third-Party Beneficiaries

Benefits only the Parties and permitted assigns.

20.6 Waiver

No waiver effective unless in writing.

20.7 Severability

Invalid provisions reformed or severed; remainder continues.

20.8 Entire Agreement

This Agreement with all exhibits constitutes the entire agreement.

20.9 Amendment

Amendments require written instrument signed by both Parties under seal.

20.10 Counterparts and Electronic Signatures

(a) May be executed in counterparts.

(b) Electronic signatures valid under the Maryland UETA (Md. Code, Com. Law § 21-101 et seq.) and federal E-SIGN Act.

20.11 Construction

(a) Headings for convenience only.
(b) "Including" means "including without limitation."
(c) Not construed against the drafter.
(d) Statutory references include amendments.
(e) Amounts in U.S. Dollars.

20.12 Compliance with Laws

Each Party shall comply with:
(a) Maryland Consumer Protection Act (Md. Code, Com. Law § 13-101 et seq.);
(b) Maryland environmental regulations (MDE);
(c) OSHA and Maryland MOSH requirements;
(d) Anti-corruption and anti-bribery laws;
(e) Export control and sanctions laws; and
(f) All applicable federal, state, and local regulations.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Equipment Purchase and Sale Agreement UNDER SEAL as of the Effective Date.

WARRANTY DISCLAIMER ACKNOWLEDGMENT (Section 8.8):

| Buyer Initials: _______ |

JURY WAIVER ACKNOWLEDGMENT (Section 19.5):

| Seller Initials: _______ | Buyer Initials: _______ |

EXHIBIT A – EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

EXHIBIT B – PRICE SCHEDULE AND PAYMENT MILESTONES

Equipment Pricing

Payment Schedule

EXHIBIT C – INSTALLATION AND COMMISSIONING PLAN

Installation Timeline

Acceptance Testing Procedure

[DESCRIBE TESTING CRITERIA, PASS/FAIL THRESHOLDS, DOCUMENTATION REQUIREMENTS]

Site Preparation Requirements

[DESCRIBE FOUNDATION, POWER, UTILITIES, CLEARANCE, ENVIRONMENTAL CONTROLS]

EXHIBIT D – TRAINING AND DOCUMENTATION SCHEDULE

Additional Training Rates: $[RATE] per day per instructor, plus travel.

EXHIBIT E – MAINTENANCE AND SERVICE TERMS

Preventive Maintenance Schedule

Post-Warranty Service Rates

Spare Parts Commitment

Seller commits to spare parts availability for [X] years from Acceptance.

CHECKLIST

☐ All [PLACEHOLDER] fields completed with actual information
☐ Equipment serial numbers confirmed and entered in Exhibit A
☐ "UNDER SEAL" language confirmed in preamble and execution block (for 12-year SOL)
☐ "[SEAL]" designation confirmed next to each signature line
☐ Delivery terms (Section 6.1) selected
☐ Title transfer point (Section 6.2) specified
☐ Payment milestones (Section 5.2) totaling 100% confirmed
☐ Retention percentage (Section 5.6) specified
☐ Dispute resolution (Section 19.4) selected (arbitration OR litigation)
☐ Warranty Periods specified (parts, labor, software)
☐ Performance warranty parameters (Section 8.4) specified
☐ Warranty disclaimer (Section 8.8) initialed by Buyer
☐ Jury waiver (Section 19.5) initialed by both Parties
☐ Late payment interest rate (Section 5.4) within Maryland statutory limits
☐ Installation and Commissioning Plan (Exhibit C) completed
☐ Acceptance Testing Procedure documented
☐ Training schedule (Exhibit D) confirmed
☐ Maintenance terms (Exhibit E) completed
☐ UCC-1 Financing Statement filed with SDAT (if security interest reserved)
☐ Maryland sales tax exemption documentation collected (if applicable)
☐ Maryland resident agent information confirmed (if applicable)
☐ All guidance comments removed from final version
☐ Agreement reviewed by attorney licensed in Maryland
☐ Both Parties' authorized representatives have executed under seal

END OF AGREEMENT