EQUIPMENT PURCHASE AND SALE AGREEMENT

(New Hampshire UCC-Compliant — RSA 382-A, Article 2)

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

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of [__/__/____] (the "Effective Date"), is entered into by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
EIN: [________________________________]
(hereinafter "Buyer")

Seller and Buyer are each referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is the owner of certain equipment more particularly described in Exhibit A attached hereto (the "Equipment");

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Equipment on the terms and conditions set forth herein;

WHEREAS, the Parties intend this Agreement to constitute a contract for the sale of goods governed by Article 2 of the New Hampshire Uniform Commercial Code, RSA 382-A:2-101 to 2-725;

WHEREAS, the Equipment has a total purchase price equal to or exceeding Five Hundred Dollars ($500.00), and this Agreement satisfies the writing requirement of the Statute of Frauds, RSA 382-A:2-201;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Acceptance" means Buyer's acceptance of the Equipment in accordance with Section 7 and RSA 382-A:2-606.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Applicable Law" means all federal, state, and local laws, statutes, regulations, rules, and ordinances applicable to this Agreement, including the New Hampshire UCC (RSA 382-A).

"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in the State of New Hampshire are authorized or required by law to close.

"Closing" means the completion of the sale and purchase transaction, including payment of the Purchase Price and delivery of title.

"Commissioning" means the process of verifying that the Equipment operates in accordance with the Specifications after Installation.

"Confidential Information" has the meaning set forth in Section 15.

"Conforming Goods" means Equipment conforming to the Specifications and this Agreement under RSA 382-A:2-601.

"Delivery Point" means [________________________________] or as otherwise specified in Exhibit C.

"Equipment" means the goods, machinery, and related items described in Exhibit A, including all accessories, attachments, manuals, and documentation.

"Force Majeure Event" has the meaning set forth in Section 20.5.

"Installation" means the physical setup, assembly, and connection of the Equipment at Buyer's designated location.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind.

"Person" means any individual, corporation, partnership, limited liability company, trust, association, or other entity.

"PMSI" means a purchase money security interest as defined in RSA 382-A:9-103(b)(1).

"Purchase Price" has the meaning set forth in Section 5.1.

"Specifications" means the technical specifications, performance standards, and requirements set forth in Exhibit A.

"UCC" means the Uniform Commercial Code as adopted in New Hampshire, RSA 382-A.

"Warranty Period" means the period commencing on the date of Acceptance and continuing for [____] months thereafter.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, the Equipment described in Exhibit A, free and clear of all Liens other than Permitted Liens identified in Exhibit B.

3.2 Bill of Sale

At Closing, Seller shall deliver to Buyer an executed bill of sale conveying good and marketable title to the Equipment.

3.3 Quantity

The quantity of Equipment shall be as specified in Exhibit A. Under RSA 382-A:2-201, the Agreement is not enforceable beyond the quantity shown.

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Equipment Description

The Equipment includes all items listed in Exhibit A, which shall include for each item: description, model number, manufacturer, serial number(s), year of manufacture, condition (new or used), performance specifications, and included accessories.

4.2 Modifications

No modification to Specifications shall be effective unless in writing and signed by both Parties.

4.3 Substitution

Seller shall not substitute materially different equipment without Buyer's prior written consent. Unauthorized substitution constitutes a nonconformity under RSA 382-A:2-601.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

Buyer shall pay to Seller a total purchase price of $[________________________________] (the "Purchase Price") for the Equipment, as detailed in Exhibit B.

5.2 Payment Schedule

The Purchase Price shall be paid as follows:

☐ Lump Sum. The entire Purchase Price is due on or before [__/__/____].

☐ Milestone Payments.
- Deposit: $[________________________________] ([____]%) due upon execution
- Upon shipment: $[________________________________] ([____]%)
- Upon delivery: $[________________________________] ([____]%)
- Upon Acceptance: $[________________________________] ([____]%)

☐ Installment Payments. [________________________________]

5.3 Payment Method

All payments shall be made in United States Dollars by:
☐ Wire transfer ☐ ACH transfer ☐ Certified check ☐ Other: [________________________________]

5.4 Late Payment Interest

Any amount not paid when due shall bear interest at the rate of [____]% per annum, or, if no rate is specified, at the judgment rate established under RSA 336:1 (the prevailing discount rate on 26-week U.S. Treasury bills at the last auction preceding September 30 of the prior year, plus 2 percentage points, rounded to the nearest tenth), from the due date until paid in full.

New Hampshire Interest Rate Note: RSA 336:1 sets the legal rate of interest at the T-bill rate + 2%. The State Treasurer determines this rate annually and it takes effect each January 1. The same rate applies to both prejudgment and post-judgment interest. There is no general usury statute for commercial transactions in New Hampshire. RSA 382-A:3-112 provides that when an instrument calls for interest but does not specify a rate, the judgment rate under RSA 336:1 applies.

5.5 Taxes

CRITICAL NEW HAMPSHIRE ADVANTAGE: New Hampshire imposes NO general sales tax or use tax on equipment purchases. There is no state-level sales tax, no local-option sales tax, and municipalities are prohibited from implementing local sales taxes. No tax exemption certificate is required.

(a) The Purchase Price does not include any taxes imposed by jurisdictions other than New Hampshire. If the Equipment is delivered to or used in a state that imposes sales or use tax, Buyer is solely responsible for reporting and paying such tax.

(b) Business Taxes. While New Hampshire has no sales tax, businesses are subject to the Business Profits Tax (RSA 77-A; 7.5% on net income exceeding $92,000) and the Business Enterprise Tax (RSA 77-E; 0.55% on enterprise value tax base). These taxes are the responsibility of each Party with respect to its own income.

(c) Buyer shall be responsible for any applicable local personal property taxes after title transfer.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment to the Delivery Point under the following terms:

☐ FCA (Free Carrier) — Incoterms 2020, at [________________________________]
☐ FOB Origin — RSA 382-A:2-319
☐ FOB Destination — RSA 382-A:2-319
☐ Other: [________________________________]

Delivery shall occur no later than [__/__/____] (the "Delivery Date").

6.2 Shipping and Transportation

(a) Shipping costs borne by: ☐ Seller ☐ Buyer ☐ Split: [________________________________]

(b) Seller shall pack and crate the Equipment in accordance with industry standards to prevent damage during transit.

(c) Seller shall provide Buyer written notice of shipment at least [____] Business Days before arrival, including carrier name, tracking, and ETA.

6.3 Risk of Loss

Risk of loss passes from Seller to Buyer per RSA 382-A:2-509:

☐ Upon tender at the Delivery Point (FOB Destination)
☐ Upon delivery to carrier (FOB Origin)
☐ Other: [________________________________]

6.4 Installation

☐ Seller-Performed Installation. Seller installs per the Installation Plan (Exhibit C) at [________________________________].
☐ Buyer-Performed Installation. Seller provides installation instructions and reasonable technical support.
☐ Third-Party Installation. Installation by [________________________________].

6.5 Commissioning

Following Installation, the Equipment shall undergo commissioning tests per Exhibit C and shall be deemed successfully commissioned upon meeting Specification criteria for [____] continuous hours/days.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

Buyer shall have [____] Business Days following delivery (or completion of Installation and Commissioning) to inspect the Equipment (the "Inspection Period") pursuant to RSA 382-A:2-513.

7.2 Acceptance

Acceptance occurs upon the earliest of: (a) written notice of acceptance; (b) use in normal operations (other than testing) per RSA 382-A:2-606(1)(c); or (c) expiration of the Inspection Period without a Rejection Notice.

7.3 Rejection

(a) Buyer may reject nonconforming Equipment in whole or in part under RSA 382-A:2-601 by delivering a written Rejection Notice within the Inspection Period.

(b) Upon rejection, Buyer holds the Equipment with reasonable care at Seller's disposition per RSA 382-A:2-602(2)(b).

7.4 Seller's Right to Cure

Seller may cure nonconformities within [____] days under RSA 382-A:2-508 by repairing, replacing, or providing an acceptable price adjustment.

7.5 Revocation of Acceptance

Buyer may revoke acceptance under RSA 382-A:2-608 if a nonconformity substantially impairs value and: (a) acceptance assumed cure that has not seasonably occurred; or (b) acceptance was without discovery, reasonably induced by difficulty of discovery or Seller's assurances.

8. WARRANTIES

8.1 Express Warranty

Seller expressly warrants that: (a) the Equipment conforms to the Specifications; (b) the Equipment is free from defects in materials and workmanship for the Warranty Period; (c) all statements of fact, descriptions, and samples that became part of the basis of the bargain create express warranties under RSA 382-A:2-313.

8.2 Implied Warranty of Merchantability

Unless disclaimed in Section 8.5, the Equipment shall be merchantable under RSA 382-A:2-314, meaning it passes without objection in the trade, is fit for ordinary purposes, and conforms to label promises.

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller has reason to know of Buyer's particular purpose and Buyer's reliance on Seller's judgment, the Equipment shall be fit for such purpose under RSA 382-A:2-315.

8.4 Warranty Period and Claims

(a) Claims must be submitted in writing during the Warranty Period. (b) Seller shall repair or replace within [____] Business Days. (c) Repaired or replaced Equipment is warranted for the remainder of the original period or [____] days, whichever is longer.

8.5 Warranty Disclaimer (Optional)

☐ EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (RSA 382-A:2-314) AND FITNESS FOR A PARTICULAR PURPOSE (RSA 382-A:2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY RSA 382-A:2-316(2).

New Hampshire Practice Note: Under RSA 382-A:2-316(2), exclusion of merchantability must mention "merchantability" and be conspicuous if written. Exclusion of fitness must be in writing and conspicuous. "As is" or "with all faults" language may exclude all implied warranties under § 2-316(3)(a). New Hampshire follows standard UCC warranty disclaimer rules.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents that: (a) it is duly organized and in good standing; (b) it has full power and authority; (c) this Agreement is a valid and binding obligation; (d) execution does not violate any Applicable Law or material agreement.

9.2 Seller's Representations

Seller additionally represents that: (a) good and marketable title, free of undisclosed Liens; (b) compliance with Applicable Laws including OSHA; (c) no pending or threatened litigation regarding the Equipment; (d) disclosure of all known material defects; (e) no recalls or safety investigations.

9.3 Buyer's Representations

Buyer additionally represents that: (a) adequate financial resources for payment; (b) use in compliance with all Applicable Laws.

10. TRAINING AND DOCUMENTATION

10.1 Training

☐ Seller provides [____] hours of training for up to [____] personnel at ☐ Buyer's facility ☐ Seller's facility ☐ Other: [________________________________].
☐ Training not included.

10.2 Documentation

Seller shall provide: (a) operating and maintenance manuals; (b) safety data sheets; (c) parts lists; (d) OEM warranty certificates, if applicable; (e) compliance certificates.

10.3 Training Schedule

Per Exhibit D.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Maintenance

Seller provides maintenance and repair at no cost for warranty-covered defects.

11.2 Post-Warranty Maintenance

☐ Separate maintenance agreement per Exhibit E.
☐ Seller offers post-warranty services at then-current rates.
☐ Not applicable.

11.3 Response Time

Seller responds within [____] Business Days and completes repairs within [____] Business Days, subject to parts availability.

11.4 Spare Parts

Seller maintains spare parts availability for [____] years using commercially reasonable efforts.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller indemnifies Buyer against claims arising from: (a) breach of Seller's representations, warranties, or obligations; (b) defects existing at delivery; (c) undisclosed Liens; (d) IP infringement.

12.2 Buyer's Indemnification

Buyer indemnifies Seller against claims arising from: (a) Buyer's use or modification after Acceptance (except Seller's breach of warranty); (b) breach of Buyer's obligations; (c) invalid tax claims.

12.3 Procedure

Prompt written notice; indemnifying Party controls defense; indemnified Party cooperates; no settlement without consent if it imposes obligations on the indemnified Party.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (A) INDEMNIFICATION UNDER SECTION 12, (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) BREACH OF TITLE WARRANTY, OR (D) PERSONAL INJURY OR DEATH, AGGREGATE LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OR $[________________________________], IF SPECIFIED.

13.2 Consequential Damages Waiver

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, SUBJECT TO THE CARVE-OUTS ABOVE. THIS LIMITATION APPLIES TO THE EXTENT PERMITTED BY RSA 382-A:2-719.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights in patents, trademarks, copyrights, trade secrets, and proprietary technology embodied in the Equipment, except as expressly transferred.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, royalty-free license for embedded software, firmware, or proprietary technology solely for operation, maintenance, and repair.

14.3 Infringement Defense

If infringement is claimed, Seller shall: (a) procure continued use rights; (b) modify to be non-infringing; or (c) replace with equivalent non-infringing equipment.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public information disclosed in connection with this Agreement, including technical data, trade secrets, pricing, and agreement terms.

15.2 Obligations

Each Party shall: (a) maintain confidentiality using reasonable care; (b) not disclose without consent, except to bound employees, agents, or advisors with a need to know; (c) use solely for Agreement purposes.

15.3 Exclusions

Publicly available information (through no fault of receiving Party); information already known; independently developed information; legally compelled disclosure (with prompt notice).

15.4 Trade Secrets

Information qualifying as a "trade secret" under the New Hampshire Uniform Trade Secrets Act (RSA 350-B:1 et seq.) is protected for as long as it retains trade secret status. Remedies include injunctive relief (RSA 350-B:3), damages including unjust enrichment (RSA 350-B:4), and attorneys' fees for willful and malicious misappropriation (RSA 350-B:5). The statute of limitations is three (3) years from discovery (RSA 350-B:6).

15.5 Duration

Except for trade secrets (protected indefinitely), confidentiality obligations survive for [____] years after termination.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Passage of Title

Title passes upon:
☐ Payment of the Purchase Price in full
☐ Delivery of the Equipment
☐ Acceptance of the Equipment
☐ Other: [________________________________]

16.2 Title Retention

☐ Seller retains title until full payment. Buyer shall maintain, insure, not sell or encumber, and permit Seller inspection.

16.3 Purchase Money Security Interest (PMSI)

☐ PMSI Elected. Buyer grants Seller a PMSI in the Equipment and proceeds under RSA 382-A:9-103(b)(1).

(a) Perfection. Seller files a UCC-1 Financing Statement with the New Hampshire Secretary of State per RSA 382-A:9-501(a)(2).

(b) Filing Office. New Hampshire Department of State, Division of Corporate Records, 107 North Main Street, Concord, NH 03301. Online filing available at sos.nh.gov.

(c) Filing Fees. Per RSA 382-A:9-525; approximately $40 for each additional debtor name after the first two (electronic filings subject to a $2 handling charge).

(d) PMSI Priority. A perfected PMSI in goods (other than inventory or livestock) has priority over conflicting security interests if perfected when the debtor receives possession or within 20 days thereafter (RSA 382-A:9-324(a)).

(e) Cooperation. Buyer shall execute documents as reasonably requested.

(f) Termination. Within [____] days after full payment, Seller files a UCC-3 Termination Statement.

☐ No Security Interest Retained.

17. DEFAULT AND REMEDIES

17.1 Buyer Default

(a) Failure to pay continuing for [____] Business Days after notice; (b) material breach uncured for [____] days after notice; (c) bankruptcy or insolvency; (d) unauthorized transfer of secured Equipment.

17.2 Seller Default

(a) Failure to deliver by Delivery Date (subject to Force Majeure) continuing for [____] Business Days after notice; (b) material nonconformity and failure to cure under Section 7.4; (c) material breach uncured for [____] days after notice; (d) bankruptcy or insolvency.

17.3 Buyer's Remedies

Buyer may pursue remedies under RSA 382-A, Article 2, Part 7: (a) cover (§ 2-712); (b) damages for non-delivery (§ 2-713); (c) specific performance where unique (§ 2-716); (d) recovery of amounts paid; (e) incidental and consequential damages (§ 2-715).

17.4 Seller's Remedies

Seller may: (a) recover the price for accepted goods (§ 2-709); (b) resell and recover the difference (§ 2-706); (c) recover damages for non-acceptance (§ 2-708); (d) stop delivery in transit (§ 2-705); (e) enforce PMSI under Article 9, Part 6.

17.5 Cumulative Remedies

All remedies are cumulative and not exclusive.

17.6 Statute of Limitations

New Hampshire Practice Note: New Hampshire has a notably shorter general statute of limitations than many states. RSA 508:4 imposes a three (3) year limitation on most civil actions, including contract claims. However, for UCC sales actions, RSA 382-A:2-725 provides a four (4) year limitation period. The UCC SOL applies to claims arising under this Agreement. The Parties may reduce this period to not less than one (1) year but may not extend it.

18. TERM AND TERMINATION

18.1 Term

Effective as of the Effective Date and continues until all obligations are performed, unless earlier terminated.

18.2 Termination for Default

Either Party may terminate upon written notice if the other commits a default and fails to cure.

18.3 Termination for Insolvency

Immediate termination upon: (a) insolvency; (b) bankruptcy petition; (c) assignment for creditors; (d) receiver appointment.

18.4 Effect of Termination

(a) Buyer pays for delivered and accepted Equipment; (b) Seller refunds for undelivered Equipment; (c) surviving obligations continue; (d) return or destroy Confidential Information.

19. DISPUTE RESOLUTION

19.1 Governing Law

This Agreement is governed by New Hampshire law, including the UCC (RSA 382-A), without regard to conflict-of-laws principles. The CISG is expressly excluded.

19.2 Forum Selection

Actions shall be brought exclusively in the state or federal courts located in [________________________________] County, New Hampshire. Each Party submits to exclusive jurisdiction.

19.3 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY NEW HAMPSHIRE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

New Hampshire Practice Note: New Hampshire Constitution, Part I, Art. 20, preserves the right to jury trial in civil cases. Contractual jury waivers in commercial contracts are generally enforceable when knowing, voluntary, and conspicuous. Both Parties should initial.

Buyer Initials: ________ Seller Initials: ________

19.4 Arbitration (Optional)

☐ Arbitration Elected. Disputes resolved by binding arbitration administered by [________________________________] under its [________________________________] Rules, in [________________________________], New Hampshire.

☐ Arbitration Not Elected. Section 19.2 governs.

19.5 Mediation

Before litigation or arbitration, Parties shall attempt mediation for [____] days.

19.6 Attorneys' Fees

The prevailing Party recovers reasonable attorneys' fees, costs, and expenses.

New Hampshire Note: New Hampshire generally follows the "American Rule" (each side pays its own fees) absent a contractual provision. This clause creates a contractual exception.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, including Exhibits, constitutes the entire agreement. Parol evidence governed by RSA 382-A:2-202.

20.2 Amendments

No amendment effective unless in writing and signed by both Parties.

20.3 Assignment

No assignment without consent, except to a successor by merger or sale of substantially all assets, provided the assignee assumes all obligations.

20.4 Notices

Written notices delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses in Section 1.

20.5 Force Majeure

Neither Party is liable for failure or delay (other than payment) caused by events beyond reasonable control. Prompt notice required; commercially reasonable mitigation. If a Force Majeure Event continues for [____] days, either Party may terminate.

20.6 Severability

Invalid provisions severed; remaining provisions remain in full force.

20.7 Waiver

Written waivers only. No waiver of one breach waives subsequent breaches. Reservation of rights under RSA 382-A:1-308.

20.8 Counterparts; Electronic Signatures

Counterparts permitted. Electronic signatures valid under the New Hampshire Uniform Electronic Transaction Act (RSA 294-E). Signed copies delivered electronically have the same effect as originals.

20.9 Relationship of Parties

Independent contractors. No partnership, joint venture, agency, or employment.

20.10 No Third-Party Beneficiaries

Benefits only the Parties and permitted successors and assigns.

20.11 New Hampshire Consumer Protection

The Parties acknowledge that RSA 358-A prohibits unfair or deceptive acts or practices in trade or commerce. Where Buyer is a consumer, the protections of RSA 358-A may apply and cannot be waived by contract.

21. EXECUTION BLOCK

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

SELLER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

BUYER:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity: [________________________________]

EXHIBITS

EXHIBIT A — Equipment Specifications and Serial Numbers

Performance Specifications: [________________________________]

Included Accessories/Attachments: [________________________________]

EXHIBIT B — Price Schedule and Permitted Liens

Permitted Liens (if any): [________________________________]

EXHIBIT C — Installation Plan and Commissioning Procedures

Site Requirements: [________________________________]

Installation Timeline: [________________________________]

Commissioning Tests and Acceptance Criteria: [________________________________]

EXHIBIT D — Training Schedule

EXHIBIT E — Maintenance Terms

Warranty-Period Service Level: [________________________________]

Post-Warranty Maintenance (if applicable): [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in New Hampshire before use.